Common use of No Additional Representations Clause in Contracts

No Additional Representations. (a) Except for the representations and warranties made in this Article IV, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent or Merger Sub or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 4.28 shall limit Parent’s or Merger Sub’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by the Company in this Article IV.

No Additional Representations. (a) Except for the representations and warranties made in this Article IV, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent or Merger Sub or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 4.28 4.27 shall limit Parent’s or Merger Sub’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by the Company in this Article IV.

No Additional Representations. (a) Except for the representations and warranties made by the Company in this Article IV4, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactionstransactions contemplated hereby, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger SubSubsidiary, or any of their respective Affiliates or Representatives with respect to (ia) any financial projection, forecast, estimate, budget or prospect information relating to the Company or Company, any of its Subsidiaries or their respective businesses; , or (iib) any oral or, except for the representations and warranties made by the Company in this Article IV4, any oral or written information presented to Parent or Parent, Merger Sub Subsidiary or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby. Notwithstanding the foregoing, nothing in this Section 4.28 4.26 shall not limit Parent’s or Merger SubSubsidiary’s remedies with respect to claims in the case of fraud arising from or relating to the express written representations and warranties made by the Company in this Article IVfraud.

No Additional Representations. (a) Except for the representations and warranties made in this Article IVV, neither the Company Ohm nor any other Person makes any express or implied representation or warranty with respect to the Company Ohm or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company Ohm hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Ohm nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, Firefly or any of their respective its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company Ohm or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by the Company Ohm in this Article IVV, any oral or written information presented to Parent or Merger Sub Firefly or any of their respective its Affiliates or Representatives in the course of their due diligence investigation of the CompanyOhm, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 4.28 5.30 shall limit Parent’s or Merger SubFirefly’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by the Company Ohm, Merger Sub and LLC Sub in this Article IV.V.

No Additional Representations. (a) Except for the representations and warranties made in this Article IV, neither the no Group Company nor any other Person makes any express or implied representation or warranty with respect to the either Group Company or its any of their respective Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the each Group Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the no Group Company nor any other Person makes or has made any representation or warranty to Parent, the Merger SubSubs, or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the either Group Company or any of its their respective Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by the each Group Company in this Article IV, any oral or written information presented to Parent or the Merger Sub Subs or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 4.28 4.26 shall limit Parent’s or the Merger Sub’s Subs’ remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by the each Group Company in this Article IV.

No Additional Representations. (a) Except for the representations and warranties made in this Article IV, neither the Company Firefly nor any other Person makes any express or implied representation or warranty with respect to the Company Firefly or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company Firefly hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Firefly nor any other Person makes or has made any representation or warranty to ParentOhm, Merger Sub, LLC Sub or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company Firefly or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by the Company Firefly in this Article IV, any oral or written information presented to Parent Ohm, Merger Sub or Merger LLC Sub or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the CompanyFirefly, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 4.28 shall limit ParentOhm’s, Merger Sub’s or Merger LLC Sub’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by the Company Firefly in this Article IV.

No Additional Representations. (a) Except for the representations and warranties made by the Company in this Article IVII and in any certificate delivered to the Purchaser in connection with this Agreement, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or its any Subsidiaries or their respective businesses, operations, assets, liabilities liabilities, employees, employee benefit plans, conditions or conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Subthe Purchaser, or any of their respective its Affiliates or Representatives representatives, with respect to (ia) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective businesses; business, or (iib) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent or Merger Sub the Purchaser or any of their respective its Affiliates or Representatives representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby. Notwithstanding anything to the foregoingcontrary herein, nothing in this Section 4.28 Agreement shall limit Parent’s or Merger Sub’s remedies with respect the right of the Purchaser and its Affiliates to claims of fraud arising from or relating rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement and in any certificate delivered to the express written representations and warranties made by the Company Purchaser in connection with this Agreement, nor will anything in this Article IVAgreement operate to limit any claim by any Purchaser or any of its respective Affiliates for fraud.

No Additional Representations. (a) Except for the representations and warranties made by the Company in this Article IVII and in any certificate delivered to the Purchaser in connection with this Agreement, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or its any Subsidiaries or their respective businesses, operations, assets, liabilities liabilities, employees, employee benefit plans, conditions or conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Subthe Purchaser, or any of their respective its Affiliates or Representatives representatives, with respect to (ia) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective businesses; business, or (iib) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent or Merger Sub the Purchaser or any of their respective its Affiliates or Representatives representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby, or the accuracy or completeness thereof. Notwithstanding anything to the foregoingcontrary herein, nothing in this Section 4.28 Agreement shall limit Parent’s or Merger Sub’s remedies with respect the right of the Purchaser and its Affiliates to claims of fraud arising from or relating rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement and in any certificate delivered to the express written representations and warranties made Purchaser as may be required by the Company this Agreement, nor will anything in this Article IVAgreement operate to limit any claim by any Purchaser or any of its respective Affiliates for fraud.

No Additional Representations. (a) Except for the representations and warranties made in this Article IVARTICLE V or any certificate delivered herewith, neither the Company Parent nor any other Person makes any express or implied representation or warranty with respect to the Company Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Parent nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, the Company or any of their respective its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect prospective information relating to the Company Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by the Company Parent in this Article IVARTICLE V or any certificate delivered herewith, any oral or written information presented to Parent or Merger Sub the Company or any of their respective its Affiliates or Representatives in the course of their due diligence investigation of the CompanyParent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 4.28 5.30 shall limit Parent’s or Merger Subthe Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by the Company Parent, US Holdings, Merger Sub 1 and Merger Sub 2 in this Article IVARTICLE V or any certificate delivered herewith.

No Additional Representations. (a) Except for the representations and warranties made in this Article IV5 or any Parent Document, neither the Company Parent nor any other Person makes any express or implied representation or warranty with respect to the Company Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactionstransactions contemplated hereby, and the Company Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Parent nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, the Company or any of their respective its Affiliates or Representatives Representatives, except for the representations and warranties made by the Company in this Article 5 or any Parent Document, with respect to (ia) any financial projection, forecast, estimate, budget or prospect information relating to the Company Parent or any of its Subsidiaries or their respective businesses; businesses or (iib) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent or Merger Sub the Company or any of their respective its Affiliates or Representatives in the course of their due diligence investigation of the CompanyParent, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby. Notwithstanding the foregoing, nothing in this Section 4.28 5.15 shall limit Parent’s or Merger Subthe Company’s remedies with respect to claims of fraud Fraud arising from or relating to the express written representations and warranties made by the Company Xxxxxx and Xxxxxx Subs in this Article IV5.

No Additional Representations. (a) Except for the representations and warranties made by Company in this Article IVIII or as may be expressly stated in writing in any certificate specified hereunder, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, Sub or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or Company, any of its Subsidiaries or their respective businesses; businesses or (ii) except for the representations and warranties made by the Company in this Article IVIII or as may be expressly stated in writing in any certificate specified hereunder, any oral or written information presented to Parent or Parent, Merger Sub or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 4.28 shall limit Parent’s or Merger Sub’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by the Company in this Article IVtransactions contemplated hereby.

No Additional Representations. (a) Except for the representations and warranties made by Parent in this Article IV5, neither the Company nor none of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three or any other Person makes any express or implied representation or warranty with respect to the Company Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactionstransactions contemplated hereby, and the Company each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor none of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three or any other Person makes or has made any representation or warranty to Parent, Merger Sub, the Company or any of their respective its Affiliates or Representatives with respect to (ia) any financial projection, forecast, estimate, budget or prospect information relating to the Company or Parent, any of its Subsidiaries or their respective businesses; , or (iib) any oral or, except for the representations and warranties made by the Company Parent in this Article IV5, any oral or written information presented to Parent or Merger Sub the Company or any of their respective its Affiliates or Representatives in the course of their due diligence investigation of the CompanyParent, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby. Notwithstanding the foregoing, nothing in this Section 4.28 5.24 shall not limit Parent’s or Merger Subthe Company’s remedies with respect to claims in the case of fraud arising from or relating to the express written representations and warranties made by the Company in this Article IVfraud.

No Additional Representations. (a) Except for the representations and warranties made in this Article IV, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent or Merger Sub or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 4.28 4.26 shall limit Parent’s or Merger Sub’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by the Company in this Article IV.

No Additional Representations. (a) Except for the representations and warranties made by the Company in this Article IVSection 2, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businessesbusiness, operations, assets, liabilities or conditions liabilities, condition (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, or any of their respective Affiliates or Representatives with respect to to: (ia) any financial projection, forecast, estimate, budget or prospect information relating to the Company or Company, any of its Subsidiaries or their respective businesses; or (iib) except for as it may be the subject of one or more of the representations and warranties made by the Company in this Article IVSection 2, any oral or written information presented to Parent or Parent, Merger Sub or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby. Notwithstanding the foregoing, nothing Nothing in this Section 4.28 2.24 shall limit Parent’s or Merger Sub’s remedies with respect to claims in the event of fraud arising from by any Acquired Corporation or relating to the express written representations and warranties made by the Company in this Article IVany Representative of any Acquired Corporation.

No Additional Representations. (a) Except for the representations and warranties made by the Company in this Article IVSection 5.1, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement Agreement, the Merger or the Transactions, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger SubSubsidiary, or any of their respective Affiliates or Representatives with respect to (ia) any or all financial projectionestimates, forecastbudgets, estimateprojections, budget or forecasts, business plans, cost-related plans and other prospect information or forward-looking statements relating to the Company or Company, any of its Subsidiaries or their respective businesses; , or (iib) any oral or, except for the representations and warranties made by the Company in this Article IVSection 5.1 and the accompanying Company Disclosure Letter, any oral or written information presented to Parent or Parent, Merger Sub Subsidiary or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Merger or the Transactions. Notwithstanding the foregoing, nothing in this Section 4.28 shall limit Parent’s or Merger Sub’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by the Company in this Article IV.

No Additional Representations. (a) Except for the representations and warranties made in this Article IV, neither the Company nor any other Person Company Affiliate makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person Company Affiliate makes or has made any representation or warranty to Parent, Merger Sub, or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent or Merger Sub or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 4.28 4.27 shall limit Parent’s or Merger Sub’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by the Company in this Article IV.

No Additional Representations. (a) Except for the representations and warranties made by Parent in this Article IVVI or in any certificate delivered pursuant to this Agreement, neither the Company nor none of Parent, Merger Sub or any other Person person makes any express or implied representation or warranty with respect to the Company Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the TransactionsAgreement, and the Company each of Parent and Merger Sub hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither and except for the Company nor representations and warranties made by Parent in this Article VI or in any certificate delivered pursuant to this Agreement, none of Parent, Merger Sub or any other Person person makes or has made any representation or warranty to Parent, Merger Sub, the Company or any of their respective its Affiliates or Representatives with respect to (ia) any financial projection, forecast, estimate, budget or prospect information relating to the Company or Parent, any of its Subsidiaries or their respective businesses; , or (iib) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent or Merger Sub the Company or any of their respective its Affiliates or Representatives in the course of their due diligence investigation of the Company, Parent or the negotiation of this Agreement or in the course of the TransactionsAgreement. Notwithstanding the foregoing, nothing in this Section 4.28 6.8 shall not limit Parent’s or Merger Subthe Company’s remedies with respect to claims in the case of fraud arising from or relating to the express written representations and warranties made by the Company in this Article IVintentional misrepresentation.

No Additional Representations. (a) Except for the representations and warranties made in this Article IV, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, LLC Sub, or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent or Parent, Merger Sub, LLC Sub or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 4.28 4.27 shall limit Parent’s, Mxxxxx Sub’s or Merger LLC Sub’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by the Company in this Article IV.