Common use of No Other Representations or Warranties; No Reliance Clause in Contracts

No Other Representations or Warranties; No Reliance. Each Seller confirms that he, she or it is not relying on any communication (written or oral) of Purchaser or any of its Affiliates as investment advice or as a recommendation to acquire the Stock Consideration. It is understood by each Seller that information and explanations related to the terms and conditions of the Stock Consideration provided by Purchaser or any of its Affiliates shall not be considered investment advice or a recommendation to acquire the Stock Consideration, and that neither Purchaser nor any of its Affiliates is acting or has acted as an advisor to any Seller in deciding to invest in Purchaser. Each Seller acknowledges that neither Purchaser nor any of its Affiliates has made any representation regarding the Stock Consideration for purposes of determining a Seller’s authority to invest in Purchaser, other than as set forth in this Agreement. Each Seller acknowledges and agrees that, except for the representations and warranties of Purchaser contained in Article V of this Agreement, none of Purchaser or any of its Affiliates or Representatives nor any other Person makes any express or implied representation or warranty on behalf of Purchaser or its Affiliates with respect to the transactions contemplated by this Agreement or the other Transaction Documents. No Seller has relied on nor is relying on any statement, representation or warranty, oral or written, express or implied, made by Purchaser or any of its Affiliates or Representatives, except as expressly set forth in Article V, including with respect to the issuance and sale of the Stock Consideration.

No Other Representations or Warranties; No Reliance. Each Seller confirms that he, she or it is not relying on any communication (written or oral) of Purchaser or any of its Affiliates as investment advice or as a recommendation to acquire the Stock Consideration. It is understood by each Seller that information and explanations related to the terms and conditions of the Stock Consideration provided by Purchaser or any of its Affiliates shall not be considered investment advice or a recommendation to acquire the Stock Consideration, and that neither Purchaser nor any of its Affiliates is acting or has acted as an advisor to any Seller in deciding to invest in Purchaser. Each Seller Buyer acknowledges that neither Purchaser nor any of its Affiliates has made any representation regarding the Stock Consideration for purposes of determining a Seller’s authority to invest in Purchaser, other than as set forth in this Agreement. Each Seller acknowledges and agrees that, except for the representations and warranties of Purchaser contained expressly set forth in Article V of this AgreementAgreement (as modified by the Disclosure Schedules hereto), none of Purchaser or any of its Affiliates or Representatives Sellers, nor any other Person acting on behalf of any Sellers, has made or makes any other express or implied representation or warranty warranty, either written or oral, on behalf of Purchaser Sellers. Except for the representations and warranties expressly set forth in this Agreement (as modified by the Disclosure Schedules hereto), Buyer has not relied on any representation or its Affiliates warranty, express or implied, with respect to any of Sellers or with respect to any other information (including, without limitation, any projections) provided or made available to the Buyer in connection with the transactions contemplated by this Agreement. Buyer acknowledges and agrees that in making its decision to enter into this Agreement or and to consummate the other Transaction Documents. No Seller transactions contemplated hereby, Buyer has relied upon its own investigation and with regard to Sellers, only on nor is relying on any statement, representation or warranty, oral or written, express or implied, made by Purchaser or any the representations and warranties of its Affiliates or Representatives, except as Sellers expressly set forth in Article V, including with respect to this Agreement (as modified by the issuance Disclosure Schedules). Buyer acknowledges and sale represents that none of the Stock ConsiderationSellers will have or be subject to any liability or indemnification obligation to Buyer or any other Indemnified Party, resulting from the distribution to Buyer or its representatives of any information, documents, projections, forecasts or other material made available to Buyer in any virtual data room or otherwise; provided, for the avoidance of doubt, that the foregoing shall not preclude Buyer from asserting a claim for indemnification pursuant to Article 8 of this Agreement in connection with a breach of Sellers’ representations and warranties (as modified by the Disclosure Schedules) expressly set forth in this Agreement.