Common use of Disclaimer of Other Representations and Warranties Clause in Contracts

Disclaimer of Other Representations and Warranties. Parent and Acquisition Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement, (a) neither the Company nor any of its Subsidiaries makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent and Acquisition Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Sub as having been authorized by such party and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Acquisition Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV of this Agreement.

Disclaimer of Other Representations and Warranties. Parent and Acquisition Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement, Agreement (a) neither the Company nor any of its Subsidiaries makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent and Acquisition Merger Sub are not relying on any representation or warranty except for those expressly set forth in Article III of this Agreement, (b) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such party party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV III of this Agreement.

Disclaimer of Other Representations and Warranties. Parent and Acquisition Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement, and without limiting Parent’s or Merger Sub’s remedies in the case of fraud, (a) neither the Company nor any of its Subsidiaries makes, or is not making and has made, not made any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent and Acquisition Merger Sub are not relying on any representation or warranty of the Company except for those expressly set forth in this Agreement, (b) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to itself the Company or its business or otherwise in connection with the Mergerbusiness, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such party the Company, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is are the subject of any express representation or warranty set forth in Article IV of this Agreement.

Disclaimer of Other Representations and Warranties. Parent and Acquisition Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement, Agreement (a) neither the Company nor any of its Subsidiaries makes, or is not making and has made, not made any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent and Acquisition Merger Sub are not relying on any representation or warranty of the Company except for those expressly set forth in this Agreement, (b) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to itself the Company or its business or otherwise in connection with the Mergerbusiness, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such party the Company, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is are the subject of any express representation or warranty set forth in Article IV of this Agreement.

Disclaimer of Other Representations and Warranties. Parent and Acquisition Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement, Agreement (a) neither the Company nor any of its Subsidiaries makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger Merger, and Parent and Acquisition Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Sub as having been authorized by such party party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Acquisition Sub or any of their Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV or Section 2.2 of this Agreement. Nothing in this Section 5.11 shall impact any rights of any party to this Agreement in respect of fraud.

Disclaimer of Other Representations and Warranties. Parent Buyer and Acquisition Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement, Agreement (a) neither the Company nor any of its Subsidiaries subsidiaries makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent Buyer and Acquisition Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no Person person has been authorized by the Company or any of its Subsidiaries subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent Buyer or Acquisition Sub as having been authorized by such party party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to ParentBuyer, Acquisition Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV of this Agreement.

Disclaimer of Other Representations and Warranties. Parent and Acquisition Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement, (a) neither the Company nor any of its Subsidiaries makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent and Acquisition Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Sub as having been authorized by such party Party and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Acquisition Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV of this Agreement.

Disclaimer of Other Representations and Warranties. Parent Parent, Holdings and Acquisition Merger Sub each acknowledges acknowledge and agrees agree that, except for the representations and warranties expressly set forth in this Agreement, Agreement (ai) neither the Company nor any of its Subsidiaries or their respective directors, officers or employees makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent Parent, Holdings and Acquisition Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (bii) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to itself or its Subsidiaries or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent Parent, Holdings or Acquisition Merger Sub as having been authorized by such party the Company, and (ciii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Acquisition Holdings, Merger Sub or any of their Representatives Agents are not and shall not be deemed to be or to include representations or warranties, including any representations or warranties unless any relating to the reasonableness of the assumptions underlying such materials or information is the subject of any express representation or warranty set forth in Article IV of this Agreementestimates, projections and related information.

Disclaimer of Other Representations and Warranties. Parent and Acquisition Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement, and without limiting the Parent’s or Merger Sub’s remedies in case of fraud, (a) neither the Company nor any of its Subsidiaries makes, or is not making and has made, not made any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent and Acquisition Merger Sub are not relying on any representation representation, warranty, statement or warranty other information of the Company except for those as expressly set forth in this Agreement, (b) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to itself the Company or its business or otherwise in connection with the Mergerbusiness, and if made, such Parent is not relying on such representation or warranty must not be relied upon by Parent or Acquisition Sub as having been authorized by such party in entering into this Agreement, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is are the subject of any express representation or warranty set forth in Article IV of this Agreement.

Disclaimer of Other Representations and Warranties. Parent and Acquisition Sub Purchaser each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement, Agreement (a) neither the Company nor any of its Subsidiaries makesdoes not make, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent and Acquisition Sub Purchaser are not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Sub Purchaser as having been authorized by such party and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Acquisition Sub Purchaser or any of their Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV III of this Agreement.. Table of Contents ARTICLE V

Disclaimer of Other Representations and Warranties. Parent Buyer and Acquisition Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement, Agreement (a) neither the Company nor any of its Subsidiaries makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent Buyer and Acquisition Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent Buyer or Acquisition Sub as having been authorized by such party party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to ParentBuyer, Acquisition Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article ARTICLE IV of this Agreement.