Common use of No Outside Reliance Clause in Contracts

No Outside Reliance. Notwithstanding anything contained in this Article III or any other provision hereof, Cabot Parent acknowledges and agrees that none of Columbus or any of its Affiliates, nor any of its or their respective Representatives, has made, or is making, any representation or warranty whatsoever, oral or written, express or implied (and neither Cabot Parent nor any of its Affiliates or its or their respective Representatives has relied on any representation, warranty or statement of any kind by Columbus or any of its Affiliates, or any of its or their respective Representatives) with respect to Columbus and its Subsidiaries or their respective businesses or assets, beyond those expressly given in Article IV and in any Ancillary Agreement, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Columbus or any of its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Columbus Disclosure Schedule or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Cabot Parent or any of its Affiliates, or any of its or their respective Representatives) or management presentations or due diligence discussions that have been or shall hereafter be provided to or engaged in with Cabot Parent or any of its Affiliates or any of its or their respective Representatives are not and will not be deemed to be representations or warranties of Columbus or any of its Affiliates, or any of its or their respective Representatives, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, except as may be expressly set forth in Article IV or in any Ancillary Agreement.

No Outside Reliance. Notwithstanding anything contained in this Article III IV or any other provision hereof, Cabot Parent Columbus acknowledges and agrees that none of Columbus Cabot Parent or any of its Affiliates, nor any of its or their respective Representatives, has made, or is making, any representation or warranty whatsoever, oral or written, express or implied (and neither Cabot Parent Columbus nor any of its Affiliates or its or their respective Representatives has relied on any representation, warranty or statement of any kind by Columbus Cabot Parent or any of its Affiliates, or any of its or their respective Representatives) with respect to Columbus and its Subsidiaries or their respective businesses or assets), beyond those expressly given in Article IV III and in any Ancillary Agreement, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Columbus Cabot or any of its the Transferred Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Columbus Cabot Disclosure Schedule or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Cabot Parent Columbus or any of its Affiliates, or any of its or their respective Representatives) or management presentations or due diligence discussions that have been or shall hereafter be provided to or engaged in with Cabot Parent Columbus or any of its Affiliates or any of its or their respective Representatives are not and will not be deemed to be representations or warranties of Columbus Cabot Parent or any of its Affiliates, or any of its or their respective Representatives, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, except as may be expressly set forth in Article IV III or in any Ancillary Agreement. Columbus understands and agrees that any inventory, equipment, vehicles, assets, properties and business of Cabot and the Transferred Subsidiaries are furnished “as is,” “where is” and, subject only to the representations and warranties contained in Article III, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article III Agreement or any other provision hereofthe Ancillary Agreements to the contrary, Cabot Parent each of PEGC I and PEGC I OP acknowledges and agrees that none of Columbus or the Contributors’ Representative, the Contributors nor any of its their Affiliates, nor any of its or their respective Representativesdirectors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoever, oral or written, express or implied (and neither Cabot Parent PEGC I nor any of its Affiliates or its or their respective Representatives PEGC I OP has relied on any representation, warranty or statement of any kind by Columbus the Contributors’ Representative, the Contributors or any of its Affiliates, their Affiliates or any of its or their respective Representatives) with respect to Columbus and its Subsidiaries agents or their respective businesses or assetsrepresentatives), beyond those expressly given in Article IV II, Article III and in any Ancillary Agreementthis Article V, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Columbus the Contributed Companies or any of its their respective Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Columbus Disclosure Schedule Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Cabot Parent PEGC I or PEGC I OP or any of its their Affiliates, agents or any of its or their respective Representativesrepresentatives pursuant to the Confidentiality Agreement) or management presentations or due diligence discussions that have been or shall hereafter be provided to PEGC I or engaged in with Cabot Parent PEGC I OP or any of its Affiliates their Affiliates, agents or any of its or their respective Representatives representatives are not and will not be deemed to be representations or warranties of Columbus the Contributors’ Representative or any of its Affiliates, or any of its or their respective Representativesthe Contributors, and no representation or warranty is made as to the accuracy or completeness of any of the foregoingforegoing in each case, except as may be expressly set forth in Article IV II, Article III, this Article V, or in any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies and their Subsidiaries are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary Agreement, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article III or any Agreement to the contrary, each of Acquiror and Merger Sub (on its own behalf and on behalf of each other provision hereof, Cabot Parent Acquiror Party) acknowledges and agrees that none of Columbus or (a) neither the Company, any of its Affiliates, Seller Party nor any of its other Person is making any representations or their respective Representatives, has made, or is making, any representation or warranty warranties whatsoever, oral or written, express or implied (and neither Cabot Parent nor any of its Affiliates implied, at law or its in equity, relating to or their respective Representatives has relied on any representation, warranty or statement of any kind by Columbus or any of its Affiliates, or any of its or their respective Representatives) with respect to Columbus and its Subsidiaries this Agreement or their respective businesses the transactions contemplated hereby to Acquiror, Merger Sub or assets, any other Acquiror Party beyond those expressly given in Article IV (as qualified by the Schedules), any Letter of Transmittal and the certificate contemplated by Section 9.2(c), (b) it is not relying and has not relied on any representations or warranties and hereby expressly disclaims any representations or warranties other than those representations and warranties expressly given in Article IV (as qualified by the Schedules), any Ancillary AgreementLetter of Transmittal and the certificate contemplated by Section 9.2(c), including (c) except for the representations and warranties expressly given in Article IV (as qualified by the Schedules), any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any Letter of Transmittal and the assets of Columbus or any of its Subsidiaries. Without limiting the generality of the foregoingcertificate contemplated by Section 9.2(c), it is understood that not relying and has not relied on any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Columbus Disclosure Schedule or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Cabot Parent or any of its Affiliates, or any of its or their respective Representatives) or management presentations or due diligence discussions that have been or shall hereafter be provided to or engaged in with Cabot Parent or any of its Affiliates or any of its or their respective Representatives are not and will not be deemed to be representations or warranties made by any Person in respect of Columbus (i) the assets and the business of the Company or any of its Affiliates, Subsidiaries or any of its or their respective Representatives, and no representation or warranty is made as to (ii) the accuracy or completeness of any financial information, financial projections, forecasts, budgets, confidential information memorandum or any other document or information made available to any Acquiror Party or any other Person (including information in the Data Room or provided in any formal or informal management presentation), and (d) it (i) has conducted to its satisfaction its own independent investigation, review and analysis of the foregoingbusiness, except operations, assets, liabilities, results of operations, financial condition, technology and prospects of the business and operations of the Company and its Subsidiaries and (ii) is an informed and sophisticated Person, and has engaged advisors experienced in the evaluation and purchase of companies such as may be expressly set forth in Article IV or in any Ancillary Agreementthe Company and the Subsidiaries of the Company as contemplated hereunder.

No Outside Reliance. Notwithstanding anything contained in this Article III ARTICLE V or any other provision hereof, Cabot Parent acknowledges SPAC and agrees that none of Columbus or its Affiliates and any of its Affiliatesand their respective directors, officers, employees, stockholders, partners, members or Representatives, acknowledge and agree that SPAC has made its own investigation of Florida and that neither Florida nor any of its Affiliates or any of their respective Representativesdirectors, has madeofficers, employees, stockholders, partners, members, agents or Representatives is making, making any representation or warranty whatsoever, oral or written, express or implied (and neither Cabot Parent nor any of its Affiliates or its or their respective Representatives has relied on any representation, warranty or statement of any kind by Columbus or any of its Affiliates, or any of its or their respective Representatives) with respect to Columbus and its Subsidiaries or their respective businesses or assetsimplied, beyond those expressly given by Florida in Article ARTICLE IV and or any certificate delivered in any Ancillary Agreementaccordance with Section 8.02(a), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Columbus Florida or any of its the Florida Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Columbus Florida Disclosure Schedule Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by SPAC or its Representatives) or reviewed by Cabot Parent or any of its Affiliates, or any of its or their respective RepresentativesSPAC pursuant to the Confidentiality Agreement) or management presentations or due diligence discussions that have been or shall hereafter be provided to or engaged in with Cabot Parent SPAC or any of its Affiliates Affiliates, agents or any of its or their respective Representatives are not and will not be deemed to be representations or warranties of Columbus or any of its Affiliates, or any of its or their respective RepresentativesFlorida, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, foregoing except as may be expressly set forth in Article ARTICLE IV or any certificate delivered in accordance with Section 8.02(a). Except as otherwise expressly set forth in this Agreement, SPAC understands and agrees that any Ancillary Agreementassets, properties and business of the Florida Entities are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in ARTICLE IV or any certificate delivered in accordance with Section 8.02(a), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article III IV or any other provision hereof, Cabot Parent acknowledges Buyer and agrees that none of Columbus or its Affiliates and any of its Affiliatesand their respective directors, officers, employees, stockholders, partners, members or representatives, acknowledge and agree that Buyer has made its own investigation of the Company and the Company Subsidiaries, and that neither the Company nor any of its Affiliates or any of their respective Representativesdirectors, has madeofficers, employees, stockholders, partners, members, agents or representatives is making, making any representation or warranty whatsoever, oral or written, express or implied (and neither Cabot Parent nor any of its Affiliates or its or their respective Representatives has relied on any representation, warranty or statement of any kind by Columbus or any of its Affiliates, or any of its or their respective Representatives) with respect to Columbus and its Subsidiaries or their respective businesses or assetsimplied, beyond those expressly given by the Company in Article IV and in any Ancillary Agreement, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Columbus or any of its SubsidiariesIII. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Columbus Disclosure Schedule Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Buyer or its representatives) or reviewed by Cabot Parent or any of its Affiliates, or any of its or their respective RepresentativesBuyer pursuant to the Confidentiality Agreement) or management presentations or due diligence discussions that have been or shall hereafter be provided to or engaged in with Cabot Parent Buyer or any of its Affiliates Affiliates, agents or any of its or their respective Representatives representatives are not and will not be deemed to be representations or warranties of Columbus or any of its Affiliates, or any of its or their respective Representativesthe Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, foregoing except as may be expressly set forth in Article IV of this Agreement. Buyer further acknowledges and agrees that (x) the only representations and warranties made by the Company are the representations and warranties expressly set forth in Article III (as modified by the Disclosure Schedules) and Buyer has not relied upon any other express or implied representations, warranties or other projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or on behalf of the Company or any of their respective Affiliates or Representatives or any other Person, including any projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or through the Company’s Representatives, or management presentations, data rooms (electronic or otherwise) or other due diligence information, and that Buyer will not have any right or remedy arising out of any such representation, warranty or other projections, forecasts, estimates, appraisals, statements, promises, advice, data or information, and (y) any claims Buyer may have for breach of any representation or warranty shall be based solely on the representations and warranties of the Company expressly set forth in Article III (as modified by the Disclosure Schedules). Except as otherwise expressly set forth in this Agreement, Buyer understands and agrees that any Ancillary Agreementassets, properties and business of the Company and the Company Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or any certificate delivered in accordance with Section 9.03(a)(vi), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article III V or any other provision hereof, Cabot Parent acknowledges Buyer and agrees Merger Sub acknowledge and agree that none of Columbus or any of its Affiliates, neither the Company nor any of its their Affiliates, agents or their respective Representatives, has made, or representatives is making, making any representation or warranty whatsoever, oral or written, express or implied (and neither Cabot Parent nor any of its Affiliates or its or their respective Representatives has relied on any representation, warranty or statement of any kind by Columbus or any of its Affiliates, or any of its or their respective Representatives) with respect to Columbus and its Subsidiaries or their respective businesses or assetsimplied, beyond those expressly given in Article III, Article IV and in any Ancillary Agreementthe Acknowledgement Letters, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Columbus the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in regarding the Columbus Disclosure Schedule or elsewhereCompany, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Cabot Parent or any of its Affiliates, or any of its or their respective Representatives) or management presentations or due diligence discussions that have been or shall hereafter be provided made available to or engaged in with Cabot Parent Buyer or any of its Affiliates or any advisors and not the subject of its a representation or their respective Representatives warranty expressly given in Article III, Article IV or the Acknowledgement Letters, are not and will not be deemed to be representations or warranties of Columbus or any of its Affiliates, or any of its or their respective Representativesthe Company, and no representation or warranty is made as to the accuracy or completeness of any Buyer and Merger Sub acknowledge that Buyer, together with its Affiliates and advisors, will rely on its own investigation of the foregoingCompany and its Subsidiaries as well as the representations and warranties expressly given in Article III, except as may be Article IV and the Acknowledgement Letters and the indemnification provisions expressly set forth in Article IV IX, and is not relying on any implied warranties or upon any representation or warranty whatsoever as to the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company and its Subsidiaries as conducted after the Closing, as contained in any Ancillary materials provided or made available by the Company or any of its Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise. Except as otherwise expressly set forth in this Agreement, Buyer understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company and its Subsidiaries are furnished "as is," "where is" and subject to the representations and warranties contained in Article III, with all faults and without any other representation or warranty of any nature whatsoever. In no event will the Company or any Company Indemnified Party have any separate liability for fraud (other than in any case of Specified Fraud) in connection with this Agreement or the Transaction.