No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLER, THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOF.
Appears in 1 contract
Samples: Stock Purchase Agreement (Envision Healthcare Corp)
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT IS THE EXPLICIT INTENT OF THE PARTIES HERETO THAT EXCEPT FOR NEITHER THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLER, THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS MADECOMPANY, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR OF ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR NOR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR IS MAKING ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN IN THIS ARTICLE IV, ANY RELATED DOCUMENT OR IN THE CERTIFICATE DELIVERED BY THE COMPANY PURSUANT TO BUYER SECTION 8.2(c) AND, EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE IV, ANY RELATED DOCUMENT OR IN THE TRANSACTIONS CONTEMPLATED CERTIFICATE DELIVERED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THE COMPANY PURSUANT TO SECTION 8.2(c), IT IS UNDERSTOOD THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF PARENT AND MERGER SUB TAKE THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE , AS IS AND WHERE IS WITH ALL FAULTS AS OF THE FOREGOINGCLOSING AND WITH ANY AND ALL DEFECTS. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE IV, AND NOT ANY RELATED DOCUMENT OR IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED CERTIFICATE DELIVERED BY THE COMPANY DISCLOSURE SCHEDULE) PURSUANT TO SECTION 8.2(c), IT IS UNDERSTOOD THAT ANY ESTIMATES, FORECASTS, PROJECTIONS OR OTHER PREDICTIONS AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES ANY OTHER INFORMATION OR MATERIALS THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, HAVE BEEN OR SHALL HEREAFTER BE PROVIDED OR MADE AVAILABLE TO PARENT OR ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES WITH RESPECT TO (INCLUDING IN ANY CONFIDENTIAL INFORMATION MEMORANDUM OR SIMILAR DOCUMENT, ANY DOCUMENTS IN THE PERFORMANCE DATA ROOM, OR ANY PRESENTATION BY THE COMPANY OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR MANAGEMENT OF THE COMPANY OR OTHERWISE) ARE NOT, AND SHALL NOT BE DEEMED TO BE, REPRESENTATIONS AND WARRANTIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFOF THEIR RESPECTIVE REPRESENTATIVES.
Appears in 1 contract
No Other Representations. BUYER (a) EACH OF THE SELLERS, BLOCKER PARENTS AND BLOCKERS SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV AND ARTICLE V (EACH AS MODIFIED BY THE COMPANY ENDEAVOR DISCLOSURE SCHEDULE) AND ARTICLE VSCHEDULES), NEITHER SELLER, NONE OF THE COMPANY ENDEAVOR PARTIES NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY ENDEAVOR PARTIES OR ITS THEIR RESPECTIVE SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER EACH OF THE SELLERS, BLOCKER PARENTS AND BLOCKERS SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S ENDEAVOR PARTIES’ EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES (OTHER THAN THOSE CONTAINED IN ARTICLE IV AND ARTICLE V (EACH AS MODIFIED BY THE COMPANY ENDEAVOR DISCLOSURE SCHEDULE) AND ARTICLE VSCHEDULES)), WHETHER MADE BY SELLER, THE COMPANY ENDEAVOR PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL AFFILIATES OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER THE SELLERS, BLOCKER PARENTS, BLOCKERS OR ITS THEIR RESPECTIVE EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYERANY SELLER, BLOCKER PARENT, BLOCKER OR ITS RESPECTIVE EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL REPRESENTATIVE OR OTHER REPRESENTATIVE AFFILIATE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESENDEAVOR PARTIES). SELLER EACH OF THE SELLERS, BLOCKER PARENTS AND THE COMPANY SPECIFICALLY ACKNOWLEDGE BLOCKERS ACKNOWLEDGES AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES AGREES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS OPERATIONS, LIABILITIES AND BUSINESS OF THE COMPANY ENDEAVOR PARTIES AND THEIR RESPECTIVE SUBSIDIARIES AND, IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, SUCH SELLER, BLOCKER PARENT OR BLOCKER HAS RELIED SOLELY ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE ENDEAVOR PARTIES SET FORTH IN ARTICLE IV AND ARTICLE V (EACH AS MODIFIED BY THE ENDEAVOR DISCLOSURE SCHEDULES) AND NOT ANY OTHER MATTERS OTHER THAN AS SET FORTH IN THIS SENTENCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV AND ARTICLE V (EACH AS MODIFIED BY THE ENDEAVOR DISCLOSURE SCHEDULES) NONE OF THE ENDEAVOR PARTIES, THEIR RESPECTIVE SUBSIDIARIES, NOR ANY OTHER PERSON HAS MADE OR IS MAKING AN EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE ENDEAVOR PARTIES, THEIR RESPECTIVE SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION, RECORDS OR DATA NOW, HERETOFORE OR HEREAFTER MADE AVAILABLE TO THE SELLERS, BLOCKER PARENTS, BLOCKERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR EACH OF THE REPRESENTATIONS SELLERS, BLOCKER PARENTS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER BLOCKERS SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKESENDEAVOR PARTIES DO NOT MAKE, NOR HAS HAVE MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER SELLER, BLOCKER PARENT, BLOCKER OR ITS EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY ENDEAVOR PARTIES OR ITS THEIR RESPECTIVE SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR EACH OF THE REPRESENTATIONS SELLERS, BLOCKER PARENTS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER BLOCKERS SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER THE ENDEAVOR PARTIES DO NOT MAKE, NOR THE COMPANY HAS HAVE MADE (NOR OR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS REPRESENTATION OR WARRANTIES WARRANTY TO BUYER ANY SELLER, BLOCKER PARENT OR BLOCKER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY ENDEAVOR PARTIES OR ITS THEIR RESPECTIVE SUBSIDIARIES. BUYER EACH SELLER OR BLOCKER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES ACQUIRED SECURITIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANYENDEAVOR PARTIES, ITS THEIR RESPECTIVE SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV AND ARTICLE V (EACH AS MODIFIED BY THE COMPANY ENDEAVOR DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFSCHEDULES).
Appears in 1 contract
Samples: Transaction Agreement (Endeavor Group Holdings, Inc.)
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY MADE BY THE COMPANY IN ARTICLE IV THIS Section 2.1 (AS MODIFIED QUALIFIED BY THE COMPANY DISCLOSURE SCHEDULE) SCHEDULES AND ARTICLE VTHE COMPANY SEC DOCUMENTS), NEITHER SELLER, THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS MADE, MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS ANY SUBSIDIARIES OF THE COMPANY OR THEIR RESPECTIVE OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, THE BUSINESS, THE COMMON STOCK, THE AWARDS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS, AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF COMPANY HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED OR MADE BY THE COMPANY OR ANY OTHER PERSON. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OTHER THAN THOSE CONTAINED EXPRESSLY MADE BY THE COMPANY IN ARTICLE IV THIS Section 2.1 (AS MODIFIED QUALIFIED BY THE COMPANY DISCLOSURE SCHEDULE) SCHEDULES AND ARTICLE V, WHETHER MADE BY SELLERTHE COMPANY SEC DOCUMENTS), THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, STATEMENT OR INFORMATION MADE, COMMUNICATED, COMMUNICATED OR FURNISHED (ORALLY OR ORALLY, IN WRITING, ELECTRONICALLY OR OTHERWISE) TO PARENT, MERGERSUB OR ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYERPARENT, MERGERSUB OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, PERSON). THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY MAKES NO REPRESENTATIONS OR WARRANTIES TO BUYER PARENT, MERGERSUB OR ANY OTHER PERSON REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIESBUSINESS. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES NOTWITHSTANDING ANYTHING CONTAINED IN ARTICLE IV THIS AGREEMENT (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VINCLUDING IN THIS Section 2.1), NOTHING HEREIN SHALL LIMIT IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFANY WAY CLAIMS OR REMEDIES FOR FRAUD OR INTENTIONAL MISREPRESENTATION.
Appears in 1 contract
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VVI OR ANY OTHER TRANSACTION DOCUMENT, NEITHER SELLER, THE COMPANY NONE OF BLOCKER I SELLER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ACTING ON BEHALF OF BLOCKER I SELLER MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY PARTIES, EXPRESS OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTIMPLIED. BUYER SPECIFICALLY BLOCKER I SELLER ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV THAT (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEA) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE VI NEITHER BUYER III OR ANY OTHER TRANSACTION DOCUMENT, NONE OF THP, ITS SUBSIDIARIES, NOR ANY OTHER PERSON MAKES, ACTING ON BEHALF OF THP OR HAS MADE, ITS SUBSIDIARIES MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER THE PARTIES, EXPRESS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITIONIMPLIED, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND IV, ARTICLE VVI, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKESOR ANY OTHER TRANSACTION DOCUMENT, NONE OF BLOCKER I, BLOCKER I SELLER, NOR HAS MADE, ANY OTHER PERSON ACTING ON BEHALF OF BLOCKER I OR BLOCKER I SELLER MAKES ANY REPRESENTATION OR WARRANTYWARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. (C) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VVII OR ANY OTHER TRANSACTION DOCUMENT, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF BLOCKER II SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ACTING ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY BEHALF OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT BLOCKER II SELLER MAKES ANY REPRESENTATION OR WARRANTYWARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (IID) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV VIII OR ANY OTHER TRANSACTION DOCUMENT, NONE OF BUYER, MERGER SUB NOR ANY OTHER PERSON ACTING ON BEHALF OF BUYER OR MERGER SUB MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (AS MODIFIED BY I) NOTHING IN THIS SECTION 6.07 SHALL IN ANY WAY LIMIT ANY OF THE COMPANY DISCLOSURE SCHEDULEREPRESENTATIONS OR WARRANTIES SET FORTH IN THIS AGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS, AND (II) THE PROVISIONS OF THIS SECTION 6.07 SHALL NOT, AND ARTICLE VSHALL NOT BE DEEMED OR CONSTRUED TO, IN EACH CASEWAIVE, SUBJECT LIMIT OR RELEASE ANY CLAIMS RELATING TO SECTION 10.2 HEREOFFRAUD.
Appears in 1 contract
Samples: Merger and Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY MADE BY SELLER IN ARTICLE IV THE TRANSACTION DOCUMENTS (AS MODIFIED BY ANY SCHEDULES THERETO), NEITHER SELLER NOR THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLER, THE COMPANY NOR MAKES ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, THE COMPANY OR ITS SUBSIDIARIES COMPANY, THE FORMING BUSINESS, THE CONTRIBUTED ASSETS, THE EXCLUDED ASSETS, THE CONTRIBUTED LIABILITIES, THE EXCLUDED LIABILITIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS, AND THE COMPANY’S EXPRESS DISAVOWAL COMPANY AND DISCLAIMER OF SELLER HEREBY DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VWARRANTIES, WHETHER MADE BY THE COMPANY, SELLER, ANY AFFILIATE OF THE COMPANY OR SELLER, OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORSOFFICERS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTSAGENTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THE TRANSACTION DOCUMENTS (AS MODIFIED BY ANY SCHEDULES THERETO), LEGAL COUNSEL OR OTHER REPRESENTATIVES, THE COMPANY AND OF SELLER EXPRESSLY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, BUYER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANTAGENT, LEGAL COUNSEL CONSULTANT, OR OTHER REPRESENTATIVE OF THE COMPANY OR SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESAFFILIATES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFFORMING BUSINESS.
Appears in 1 contract
Samples: Stock Purchase Agreement (Rti International Metals Inc)
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VTHIS AGREEMENT, NEITHER SELLER, THE COMPANY SELLERS NOR ANY OTHER PERSON MAKES, OR HAS MADE, MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY ON BEHALF OF SELLERS, AND SELLERS DISCLAIM ANY SUCH REPRESENTATION OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VWARRANTY, WHETHER MADE BY SELLER, THE COMPANY SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATESOFFICERS, OR THEIR RESPECTIVE PARTNERS, MEMBERSSHAREHOLDERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTSAGENTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES MEMBERS OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIEDPERSON, WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR AS TO THE COMPANY’S BUSINESS, ASSETS OR OPERATIONS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PURCHASER, ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR OF ITS AFFILIATES OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATEFOREGOING. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED AS EXPRESSLY SET FORTH IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VTHIS AGREEMENT, BUYER SPECIFICALLY ACKNOWLEDGES PURCHASER EXPRESSLY UNDERSTANDS AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS SELLERS HAVE NOT MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO AND DO NOT AND WILL NOT MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS WITH RESPECT TO THE QUALITY, MERCHANTABILITYPHYSICAL CONDITION, FITNESS FOR ANY PARTICULAR PURPOSEEXPENSES, CONFORMITY TO SAMPLESLEGAL STATUS, VALUE, UTILITY OR CONDITION POTENTIAL OF THE COMPANY’S ASSETS, ITS SUBSIDIARIESBUSINESS, ANY ASSETS OR ANY PART THEREOF OTHER MATTER OR THING AFFECTING OR RELATING TO THE COMPANY’S ASSETS, ITS BUSINESS OR THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY, SUITABILITY, MERCHANTABILITY AND/OR A FITNESS FOR A PARTICULAR PURPOSE) WHICH MIGHT BE PERTINENT IN CONSIDERING WHETHER TO PURCHASE THE STOCK OR TO MAKE AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFENTER INTO THIS AGREEMENT.
Appears in 1 contract
No Other Representations. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT: (A) THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY SET FORTH IN ARTICLE 3 HEREOF ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE WITH RESPECT TO THE ACQUIRED COMPANIES TO BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT MERGERSUB IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, AND (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED REFERRED TO IN ARTICLE IV CLAUSE (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEA) AND ARTICLE VABOVE, NEITHER SELLERTHE COMPANY, ITS SUBSIDIARIES, THE COMPANY SELLERS, THE SELLERS’ REPRESENTATIVE NOR ANY OTHER PERSON MAKESHAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, STATUTORY OR HAS MADEOTHERWISE, OF ANY OTHER NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT AS TO THE COMPANY MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR ITS SUBSIDIARIES FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE TRANSACTIONS CONTEMPLATED BY ASSETS OF THE ACQUIRED COMPANIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V3 HEREOF, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTYALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY FINANCIAL PROJECTION EXPRESS OR FORECAST DELIVERED TO BUYER IMPLIED REPRESENTATION OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT WARRANTY AS TO THE PERFORMANCE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE COMPANY BUSINESS OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORETHE ASSETS OF THE ACQUIRED COMPANIES, ARE HEREBY EXPRESSLY DISCLAIMED. BUYER AND MERGERSUB HEREBY REPRESENT, WARRANT, COVENANT AND AGREE, ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE AFFILIATES, AND ANY PERSON CLAIMING BY, THROUGH OR AFTER ON BEHALF OF ANY OF THEM, THAT IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT AND THE CLOSING DATE. EXCEPT FOR CONTEMPLATED TRANSACTIONS, THEY ARE NOT RELYING UPON ANY REPRESENTATION OR WARRANTY MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF ANY PERSON, OTHER THAN THOSE EXPRESSLY MADE BY THE COMPANY AS SET FORTH IN ARTICLE 3 HEREOF, AND THAT, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED EXPRESSLY MADE BY THE COMPANY DISCLOSURE SCHEDULE) AND AS SET FORTH IN ARTICLE V3 HEREOF, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER MERGERSUB SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) AND THEIR RESPECTIVE ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WARRANTY AS TO THE QUALITY, MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS BASIS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOF“WITH ALL FAULTS.”
Appears in 1 contract
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED SET FORTH IN THIS ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLER, THE COMPANY NOR ANY OTHER PERSON MAKES, 7 OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY ELSEWHERE IN THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES , PURCHASER AND AGREES ORBCOMM EXPRESSLY DISCLAIM ANY AND MAKE NO, AND SHALL NOT BE DEEMED TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY HAVE MADE ANY, REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VWARRANTIES, WHETHER MADE BY SELLERWRITTEN OR VERBAL, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTYSTATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO PURCHASER, ORBCOMM, THE BUSINESS, THEIR OPERATIONS, ASSETS, STOCK, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS. EACH OF THE SELLERS HEREBY EXPRESSLY WAIVES ANY FINANCIAL PROJECTION CLAIMS AND CAUSES OF ACTION AND ANY OTHER REPRESENTATIONS OR FORECAST DELIVERED WARRANTIES, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE IN EACH CASE RELATING TO BUYER THE ACCURACY, COMPLETENESS OR ITS AFFILIATES MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR VERBAL) HERETOFORE FURNISHED TO SELLERS AND THEIR RESPECTIVE REPRESENTATIVES BY OR ON BEHALF OF PURCHASER OR ORBCOMM OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 7 OR ELSEWHERE IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER PURCHASER NOR ORBCOMM ARE MAKING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY FINANCIAL PROJECTION, EARNOUT AMOUNT OR FORECAST RELATING TO THE PERFORMANCE ANTICIPATED FINANCIAL RESULTS OF THE COMPANY BUSINESS, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR ITS SUBSIDIARIES OTHERWISE) OR AFFILIATES WHETHER BEFOREPROSPECTS RELATING TO THE BUSINESS, ON EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 7 OR AFTER THE CLOSING DATEELSEWHERE IN THIS AGREEMENT. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED TO SELLERS SET FORTH IN THIS ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V7 OR ELSEWHERE IN THIS AGREEMENT, BUYER SPECIFICALLY ACKNOWLEDGES AND EACH OF SELLERS HEREBY AGREES THAT NONE OF NEITHER PURCHASER NOR ORBCOMM WILL HAVE OR BE SUBJECT TO ANY LIABILITY TO SELLERS OR SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED INDEMNIFIED PARTIES OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO MAKE ON ITS SELLERS OR THEIR BEHALF)RESPECTIVE REPRESENTATIVES, OR THEIR USE OF, ANY REPRESENTATIONS SUCH PROJECTION OR WARRANTIES FORECAST AND ANY INFORMATION, DOCUMENT OR MATERIAL MADE AVAILABLE TO BUYER REGARDING THE PROBABLE SUCCESS SELLERS OR PROFITABILITY THEIR RESPECTIVE REPRESENTATIVES OR AFFILIATES IN MANAGEMENT PRESENTATIONS OR ANY OTHER FORM IN EXPECTATION OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED TRANSACTIONS CONTEMPLATED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFTHIS AGREEMENT.
Appears in 1 contract
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLER, THE COMPANY NOR NO PERSON HAS MADE ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT CONCERNING (I) THE FEDERAL, STATE, LOCAL OR OTHER TAX (INCLUDING PROPERTY TAX) CONSEQUENCES TO ANY PERSON OF THE COMPANY TRANSACTIONS, ACTIONS OR ITS SUBSIDIARIES EVENTS (INCLUDING THE ALLOCATION OF TAX ITEMS) THAT MAY ARISE OUT OF OR THE TRANSACTIONS BE CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND AGREEMENT (COLLECTIVELY, THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER "TAX REPRESENTATIONS") OR (II) ANY PROJECTIONS, CASH FLOWS, POTENTIAL PROFIT, OR YIELDS FROM, PERFORMANCE OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED ECONOMIC CONSEQUENCES OF AN INVESTMENT OR MEMBERSHIP IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER(COLLECTIVELY, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES"ECONOMIC REPRESENTATIONS"). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY PROVIDED IN ARTICLE IV THIS AGREEMENT OR CONTEMPLATED BY, THIS AGREEMENT OR THE ASSET PURCHASE AGREEMENT (COLLECTIVELY, "EXPRESS REPRESENTATIONS"), NO PERSON IS MAKING ANY REPRESENTATION OR WARRANTY AS MODIFIED BY TO ANY OTHER MATTER (ALL SUCH REPRESENTATIONS, OTHER THAN THE COMPANY DISCLOSURE SCHEDULEEXPRESS REPRESENTATIONS, SHALL BE REFERRED TO HEREIN AS THE "OTHER REPRESENTATIONS"). EACH MEMBER (INCLUDING, WITHOUT LIMITATION, EACH SUBSTITUTED MEMBER AS A CONDITION TO BECOMING A SUBSTITUTED MEMBER) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY NO PERSON HAS MADE ANY TAX REPRESENTATIONS, ECONOMIC REPRESENTATIONS OR OTHER REPRESENTATIONS. CONSISTENT WITH THE FOREGOING AND AS A MATERIAL INDUCEMENT TO THE OTHER MEMBERS TO ENTER INTO THIS AGREEMENT, EACH MEMBER (NOR HAS AUTHORIZED INCLUDING, WITHOUT LIMITATION, EACH SUBSTITUTED MEMBER AS A CONDITION TO BECOMING A SUBSTITUTED MEMBER) HEREBY WAIVES (ON BEHALF OF ITSELF, HIMSELF OR HERSELF AND ON BEHALF OF ALL ASSIGNEES AND ALL HOLDERS) ANY AND ALL RIGHTS HE, SHE OR IT MAY HAVE AT ANY TIME, NOW OR IN THE FUTURE, TO ASSERT A CLAIM THAT ANY TAX REPRESENTATIONS, ECONOMIC REPRESENTATIONS OR OTHER REPRESENTATIONS HAVE BEEN MADE BY OR ON BEHALF OF ANY MEMBER OR ANY OTHER PERSON OR TO MAKE ON ITS SEEK DAMAGES, A RIGHT OF OFFSET OR THEIR BEHALFOTHER RELIEF BASED UPON AN ALLEGED BREACH OR INACCURACY OF ANY TAX REPRESENTATION, ECONOMIC REPRESENTATION OR OTHER REPRESENTATIONS. IN THE EVENT ANY MEMBER (OR THE TRANSFEREE OF ANY INTEREST, INCLUDING UNITS, OF THE MEMBER IN THE COMPANY) TAKES ANY ACTION TO ASSERT ANY SUCH CLAIM OR SEEK ANY SUCH DAMAGES, RIGHT OF OFFSET OR OTHER RELIEF WITH RESPECT TO ANY OTHER REPRESENTATIONS, THE MEMBER TAKING THE ACTION (OR, IN THE EVENT OF ACTION TAKEN BY A TRANSFEREE OF AN INTEREST OF A MEMBER, SUCH MEMBER) SHALL REIMBURSE THE OTHER MEMBERS AND THE TRANSFEREES OF AN INTEREST OF A MEMBER, IMMEDIATELY UPON DEMAND, FOR ANY AND ALL LOSSES, COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, LEGAL FEES, ACCOUNTING FEES, CONSULTING FEES, AND COSTS OF RESPONSE, NEGOTIATION, AND DEFENSE, INCURRED BY THOSE MEMBERS IN CONNECTION WITH OR AS A RESULT OF SUCH ACTION (COLLECTIVELY, "COSTS"), AND ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING COSTS NOT SO PAID UPON DEMAND SHALL BEAR INTEREST, FROM THE PROBABLE SUCCESS OR PROFITABILITY DATE OF DEMAND UNTIL PAID, AT THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED HIGHEST RATE PERMITTED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFAPPLICABLE USURY LAW.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Affymetrix Inc)
No Other Representations. BUYER SPECIFICALLY #25932618 v26 PURCHASER ACKNOWLEDGES AND AGREES THAT THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER NONE OF THE SELLER, THE COMPANY COMPANY, THEIR RESPECTIVE DIRECT AND INDIRECT STOCKHOLDERS, MEMBERS OR OTHER HOLDERS OF CAPITAL STOCK, NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATESREPRESENTATIVES OR AFFILIATES HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO THE PURCHASER, AND THE SELLER, THE COMPANY, THEIR RESPECTIVE DIRECT AND INDIRECT STOCKHOLDERS, MEMBERS OR OTHER HOLDERS OF CAPITAL STOCK, NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES AND AFFILIATES AND PURCHASER HAS DISCLAIMED ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO REPRESENTATION OR WARRANTY HAS BEEN MADE TO IT, AND ALL OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN DISCLAIMED, WITH RESPECT TO (A) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (AS IT RELATES TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.9 ABOVE), AND (B) ANY FINANCIAL INFORMATION, STATISTICAL DATA, MEMORANDA, PRESENTATIONS OR ANY OTHER MATERIALS OR INFORMATION (FINANCIAL, LEGAL OR OTHERWISE) DELIVERED, DISCLOSED, DISCUSSED, OR THEIR RESPECTIVE PARTNERS, MEMBERS, MADE AVAILABLE TO THE PURCHASER OR ANY OF ITS DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTSAGENTS OR REPRESENTATIVES (WHETHER ORALLY, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY ELECTRONICALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), INCLUDING THROUGH MEANS OF ANY REPRESENTATIONS MANAGEMENT PRESENTATION, ELECTRONIC DATA ROOM, MEETING, CONFERENCE OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFOTHERWISE.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sensata Technologies Holding N.V.)
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY MADE BY PARENT, HOLDCO AND MERGER SUB IN THIS ARTICLE IV III (AS MODIFIED BY THE COMPANY DISCLOSURE PARENT SCHEDULE) AND ARTICLE V), NEITHER SELLERPARENT, HOLDCO, MERGER SUB, THE COMPANY COMMITTEE, ANY AFFILIATE OF PARENT, HOLDCO OR MERGER SUB NOR ANY OTHER PERSON MAKES, OR HAS MADE, MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO PARENT, HOLDCO, MERGER SUB, THE COMPANY OR PARENT ORDINARY SHARES, THE HOLDCO SHARES, THE BUSINESS OF PARENT AND ITS SUBSIDIARIES SUBSIDAIRIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS, AND AGREES TO SELLER’S PARENT, HOLDCO AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF MERGER SUB HEREBY EXPRESSLY DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER IMPLIED OR MADE BY PARENT, HOLDCO, MERGER SUB OR ANY OF THEIR RESPECTIVE OFFICERS, MANAGERS, DIRECTORS, STOCKHOLDERS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OTHER THAN THOSE CONTAINED EXPRESSLY MADE BY PARENT, HOLDCO AND MERGER SUB IN THIS ARTICLE IV III (AS MODIFIED BY THE COMPANY DISCLOSURE PARENT SCHEDULE) ), PARENT, HOLDCO AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF MERGER SUB HEREBY EXPRESSLY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, STATEMENT OR INFORMATION MADE, COMMUNICATED, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE COMPANY, THE SELLERS OR ANY OF BUYER OR ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLERTHE COMPANY, THE COMPANY OR SELLERS ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESREPRESENTATIVES BY ANY MANAGER, OFFICER, DIRECTOR, STOCKHOLDER, MEMBER, PARTNER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF PARENT, HOLDCO OR MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES). SELLER PARENT, HOLDCO AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MERGER SUB MAKE ON ITS OR THEIR BEHALF), ANY NO REPRESENTATIONS OR WARRANTIES TO BUYER THE COMPANY OR THE SELLERS REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR BUSINESS OF PARENT AND ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOF.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Andina Acquisition Corp. II)
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED SET FORTH IN ARTICLE IV 3 AND ARTICLE 4 (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VSCHEDULES), NEITHER SELLERNONE OF THE SELLERS, THE COMPANY NOR COMPANY, THEIR RESPECTIVE AFFILIATES, OR ANY OTHER PERSON MAKES, HAS MADE OR HAS MADE, ANY OTHER IS MAKING AN EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY SELLERS, THE COMPANY, OR ITS SUBSIDIARIES THEIR RESPECTIVE AFFILIATES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTAGREEMENT OR WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, RECORDS OR DATA NOW, HERETOFORE OR HEREAFTER MADE AVAILABLE TO BUYER, ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S THE SELLERS’ AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VWARRANTIES, WHETHER MADE BY SELLERTHE SELLERS, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, DIRECTORSTRUSTEES, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL AFFILIATES OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, TRUSTEES, AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, BUYER OR ITS EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, TRUSTEES, AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL REPRESENTATIVE OR OTHER REPRESENTATIVE AFFILIATE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESSELLERS). SELLER BUYER ACKNOWLEDGES AND AGREES THAT (I) THERE ARE SUBSTANTIAL UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE PROJECTIONS AND OTHER FORECASTS REGARDING THE STERLING COMPANY AND THE COMPANY SPECIFICALLY ACKNOWLEDGE GROUP AND AGREE IS ACCORDINGLY NOT RELYING ON ANY SUCH PROJECTIONS OR OTHER FORECASTS THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT MAY HAVE BEEN PROVIDED TO BUYER OR AND ITS AFFILIATES AND REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY NEGOTIATION AND CONSUMMATION OF THE SALE AND THIS AGREEMENT. AGREEMENT AND (II) BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS OPERATIONS, LIABILITIES AND BUSINESS OF THE STERLING COMPANY AND THE COMPANY GROUP AND, IN MAKING ITS SUBSIDIARIESDETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, BUYER HAS RELIED SOLELY ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE COMPANY SET FORTH IN ARTICLE 3 AND ARTICLE 4 (AS MODIFIED BY THE SCHEDULES). IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR NONE OF THE SELLERS, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES, NOR OR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION PROJECTIONS OR FORECAST FORECASTS DELIVERED TO BUYER OR ITS EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, TRUSTEES, AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE SELLERS, THE COMPANY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE SELLERS, THE COMPANY NOR ANY OF THEIR RESPECTIVE AFFILIATES MAKES, OR HAS MADE (NOR OR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS REPRESENTATION OR WARRANTIES WARRANTY TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY GROUP OR ITS SUBSIDIARIESTHE STERLING COMPANY. BUYER SHALL ACQUIRE THE COMPANY GROUP AND ITS SUBSIDIARIES THE STERLING COMPANY (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE STERLING COMPANY, ITS SUBSIDIARIESTHE COMPANY GROUP, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV 3 AND ARTICLE 4 (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFSCHEDULES).
Appears in 1 contract
No Other Representations. BUYER PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV 3 (AS MODIFIED BY THE COMPANY SELLER DISCLOSURE SCHEDULESCHEDULES) AND ARTICLE VIN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, NEITHER THE SELLER, THE COMPANY A SELLER RELATED PARTY NOR ANY OTHER PERSON MAKESMAKE, OR HAS HAVE MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES GROUP, THE BUSINESS OF THE COMPANY GROUP OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S THE SELLER AND THE COMPANY’S SELLER RELATED PARTIES’ EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VWARRANTIES, WHETHER MADE BY SELLER, THE COMPANY SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES, THE SELLER RELATED PARTIES OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER PURCHASER OR ITS EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, PURCHASER OR ITS EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY ANY SELLER RELATED PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER PURCHASER ACKNOWLEDGES AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES AGREES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS OPERATIONS, LIABILITIES AND BUSINESS OF THE COMPANY GROUP AND, IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, PURCHASER RELIED SOLELY ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND ITS SUBSIDIARIESTHE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE SELLER SET FORTH IN ARTICLE 3 (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES) AND IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER THE SELLER NOR THE COMPANY MAKESDOES NOT MAKE, NOR HAS ANY OTHER PERSON MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER PURCHASER OR ITS EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY GROUP OR ITS SUBSIDIARIES OR AFFILIATES THE BUSINESS OF THE COMPANY GROUP WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF THE SELLER DOES NOT MAKE, NOR THE COMPANY HAS MADE (NOR OR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS REPRESENTATION OR WARRANTIES WARRANTY TO BUYER PURCHASER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY GROUP OR ITS SUBSIDIARIESTHE BUSINESS OF THE COMPANY GROUP. BUYER PURCHASER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES GROUP (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIESCOMPANY GROUP, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV 3 (AS MODIFIED BY THE COMPANY SELLER DISCLOSURE SCHEDULESCHEDULES) AND ARTICLE VIN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT. WITH THE EXCEPTION OF ANY CLAIM BY PURCHASER FOR WILLFUL MISREPRESENTATIONS WHICH WOULD CONSTITUTE COMMON LAW FRAUD UNDER DELAWARE LAW, PURCHASER HEREBY WAIVES, ON BEHALF OF ITSELF AND ITS AFFILIATES (INCLUDING, AFTER THE CLOSING, THE COMPANY GROUP), FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST THE SELLER, ANY OF THE SELLER RELATED PARTIES AND ANY OF THEIR REPRESENTATIVES, AND AGREES NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, RELATING TO THE OPERATION OF THE COMPANY GROUP OR THE BUSINESS OF THE COMPANY GROUP OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN, THE SCHEDULES AND EXHIBITS HERETO AND ANY CERTIFICATE, INSTRUMENT, OPINION OR OTHER DOCUMENTS DELIVERED IN CONNECTION HEREWITH) AND THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER ARISING UNDER OR BASED UPON ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE, LAW, ORDINANCE, RULE OR REGULATION OR OTHERWISE (INCLUDING ANY RIGHT, WHETHER ARISING AT LAW OR IN EQUITY, TO SEEK INDEMNIFICATION, CONTRIBUTION, COST RECOVERY, DAMAGES, OR ANY OTHER RECOURSE OR REMEDY, INCLUDING AS MAY ARISE UNDER COMMON LAW). FURTHERMORE, WITHOUT LIMITING THE GENERALITY OF THIS SECTION 6.4 NO ACTION, CAUSE OF ACTION, CLAIM, CROSS-CLAIM OR THIRD-PARTY CLAIM OR LEGAL PROCEEDING OF ANY KIND (WHETHER AT LAW, IN EACH CASEEQUITY, IN CONTRACT, IN TORT OR OTHERWISE) SHALL BE BROUGHT OR MAINTAINED BY PURCHASER OR ANY OF ITS AFFILIATES (INCLUDING, AFTER THE CLOSING, THE COMPANY GROUP) AGAINST THE SELLER, ANY SELLER RELATED PARTY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, AND NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, BY VIRTUE OF OR BASED UPON (I) ANY ALLEGED MISREPRESENTATION OR INACCURACY IN OR BREACH OF ANY OF THE REPRESENTATIONS, WARRANTIES OR COVENANTS SET FORTH OR CONTAINED IN THIS AGREEMENT, ANY CERTIFICATE, INSTRUMENT, OPINION OR OTHER DOCUMENTS DELIVERED HEREUNDER, THE EXHIBITS AND DISCLOSURE SCHEDULE HERETO OR THE SUBJECT MATTER HEREOF OR THEREOF, OR (II) THE BUSINESS OF THE COMPANY GROUP, THE OWNERSHIP, OPERATION, MANAGEMENT, USE OR CONTROL OF THE COMPANY GROUP AND/OR THE BUSINESS OF THE COMPANY GROUP, ANY OF THEIR ASSETS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY ACTIONS OR OMISSIONS AT OR PRIOR TO SECTION 10.2 HEREOFTHE CLOSING DATE, EXCEPT THAT PURCHASER SHALL NOT BE PRECLUDED FROM BRINGING ANY CLAIM FOR WILLFUL MISREPRESENTATIONS WHICH WOULD CONSTITUTE COMMON LAW FRAUD UNDER DELAWARE LAW.
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (NuStar Energy L.P.)
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR NOTWITHSTANDING THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DELIVERY OR DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLER, THE COMPANY NOR TO ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL FINANCIAL PROJECTIONS OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESSUPPLEMENTAL DATA). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN ARTICLE IV (AS MODIFIED BY IV, ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VCLOSING OR THE ANCILLARY AGREEMENTS, NONE OF BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY OR ANY OTHER PERSON MAKES, NOR HAS MADEAND BUYER EXPRESSLY DISCLAIMS, ANY REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH RESPECT THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS THAT HAVE BEEN MADE AVAILABLE TO SELLER OR ANY FINANCIAL PROJECTION OF SELLER’S REPRESENTATIVES OR FORECAST DELIVERED TO IN ANY PRESENTATION OF THE BUSINESS BY THE MANAGEMENT OF BUYER OR ITS AFFILIATES OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR REPRESENTATIVES WITH RESPECT BY THE ANCILLARY AGREEMENTS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY SELLER IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE PERFORMANCE OF ANCILLARY AGREEMENTS OR THE COMPANY TRANSACTIONS CONTEMPLATED HEREBY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATETHEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF)IV, ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY BUYER ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES TO OF BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF OTHER PERSON, AND (II) ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY SELLER OR AFFILIATE OF SELLER IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASISEXECUTING, EXCEPTDELIVERING OR PERFORMING THIS AGREEMENT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY ANCILLARY AGREEMENTS OR THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
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No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED AS SET FORTH IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLER, THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY AGREEMENT OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINIONDOCUMENT EXECUTED AND DELIVERED BY SELLER AT CLOSING, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, SELLER'S REPRESENTATIVES MAKE OR HAVE MADE ANY REPRESENTATION WARRANTIES OR WARRANTYREPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, ITS PHYSICAL CONDITION, INCOME TO BE DERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO, OR ITS OBLIGATIONS OR ANY FINANCIAL PROJECTION OTHER MATTER OR FORECAST THING RELATING TO OR AFFECTING THE SAME. EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT EXECUTED AND DELIVERED BY SELLER AT CLOSING, ALL ASSETS SOLD HEREBY ARE SOLD "AS IS" AND "WHERE IS." THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS BETWEEN SELLER AND PURCHASER COLLATERAL TO OR AFFECTING THE PROPERTY EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY DOCUMENT EXECUTED AND DELIVERED BY SELLER AT CLOSING. ANY SUIT BY A PARTY FOR ANY BREACH BY THE OTHER PARTY OF ANY EXPRESS REPRESENTATION AND WARRANTY CONTAINED IN PARAGRAPH 12 HEREOF SHALL BE FOREVER BARRED UNLESS WRITTEN NOTICE OF ANY CLAIM BY A PARTY HAS BEEN DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT THE OTHER PARTY PRIOR TO THE PERFORMANCE EXPIRATION OF TWELVE (12) MONTHS FROM THE DATE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE AT WHICH SUCH REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV WERE MADE, AND NO ACTION BASED THEREON SHALL BE COMMENCED MORE THAN EIGHTEEN (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE18) AND ARTICLE VMONTHS AFTER THAT DATE, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES EXCEPT THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV MADE BY SELLER SHALL EXPIRE, (A) AS MODIFIED THE SAME APPLIES TO THE SPACES AND LEASES COVERED BY THE COMPANY DISCLOSURE SCHEDULEMASTER LEASE, SHALL EXPIRE TWELVE (12) MONTHS AFTER THE DATE SUCH SPACE IS RELEASED FROM THE MASTER LEASE AND ARTICLE V(B) AS THE SAME APPLIES TO THE WORK REQUIRED TO BE PERFORMED BY SELLER UNDER THE ESCROW AGREEMENT, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFSHALL EXPIRE TWELVE (12) MONTHS AFTER THE AMOUNT ESCROWED THEREFOR IS RELEASED FROM THE ESCROW.
Appears in 1 contract
Samples: Purchase and Sale Contract (Urstadt Biddle Properties Inc)
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VV OR ANY OTHER TRANSACTION DOCUMENT, NEITHER SELLER, THE COMPANY NONE OF BLOCKER II NOR ANY OTHER PERSON MAKES, OR HAS MADE, ACTING ON BEHALF OF BLOCKER II MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY PARTIES, EXPRESS OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTIMPLIED. BUYER SPECIFICALLY BLOCKER II ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV THAT, (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEA) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE VI NEITHER BUYER III OR ANY OTHER TRANSACTION DOCUMENT, NONE OF THP, ITS SUBSIDIARIES, NOR ANY OTHER PERSON MAKES, ACTING ON BEHALF OF THP OR HAS MADE, ITS SUBSIDIARIES MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER THE PARTIES, EXPRESS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITIONIMPLIED, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND IV, ARTICLE VVI, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKESOR ANY OTHER TRANSACTION DOCUMENT, NONE OF BLOCKER I, BLOCKER I SELLER, NOR HAS MADE, ANY OTHER PERSON ACTING ON BEHALF OF BLOCKER I OR BLOCKER I SELLER MAKES ANY REPRESENTATION OR WARRANTYWARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. (C) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VVII OR ANY OTHER TRANSACTION DOCUMENT, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF BLOCKER II SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ACTING ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY BEHALF OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT BLOCKER II SELLER MAKES ANY REPRESENTATION OR WARRANTYWARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (IID) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV VIII OR ANY OTHER TRANSACTION DOCUMENT, NONE OF BUYER, MERGER SUB NOR ANY OTHER PERSON ACTING ON BEHALF OF BUYER OR MERGER SUB MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (AS MODIFIED BY I) NOTHING IN THIS SECTION 5.11 SHALL IN ANY WAY LIMIT ANY OF THE COMPANY DISCLOSURE SCHEDULEREPRESENTATIONS OR WARRANTIES SET FORTH IN THIS AGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS, AND (II) THE PROVISIONS OF THIS SECTION 5.11 SHALL NOT, AND ARTICLE VSHALL NOT BE DEEMED OR CONSTRUED TO, IN EACH CASEWAIVE, SUBJECT LIMIT OR RELEASE ANY CLAIMS RELATING TO SECTION 10.2 HEREOF.FRAUD. 77
Appears in 1 contract
Samples: Merger and Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND THIS ARTICLE V, NEITHER SELLER, THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF SUCH STOCKHOLDER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, STATEMENT MADE OR INFORMATION MADE, COMMUNICATED, OR FURNISHED COMMUNICATED (WHETHER ORALLY OR IN WRITING) TO ANY OF BUYER OR THE SURVIVING ENTITY, ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, INFORMATION OR ADVICE THAT WHICH MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY STOCKHOLDER, PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANTACCOUNTING FIRM, LEGAL COUNSEL OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER STOCKHOLDER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALFCOMPANY), INCLUDING ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OF ANY KIND OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTYNATURE, EXPRESS OR IMPLIED, AS TO THE QUALITYCONDITION, VALUE, OR QUALITY OF THE COMPANY’S BUSINESSES OR ITS ASSETS, AND THE COMPANY AND THE STOCKHOLDERS SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY PURPOSE WITH RESPECT TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIESASSETS, ANY PART THEREOF, THE WORKMANSHIP THEREOF, AND THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH SUBJECT ASSETS OR ANY PART THEREOF AND (II) IN AN ARE BEING ACQUIRED “AS IS” CONDITION AND ON A “, WHERE IS” BASISON THE CLOSING DATE, EXCEPTAND IN ITS PRESENT CONDITION, IN EACH CASE, FOR AND BUYER SHALL RELY SOLELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF AS WELL AS THE REPRESENTATIONS AND WARRANTIES CONTAINED OF THE COMPANY SET FORTH IN THIS ARTICLE IV (AS MODIFIED V AND ANY CERTIFICATE DELIVERED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFPURSUANT HERETO.
Appears in 1 contract
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ARTICLE III AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VSCHEDULES), NEITHER NONE OF THE SELLER, THE COMPANY NOR ANY OTHER PERSON MAKESOF ITS AFFILIATES OR REPRESENTATIVES, OR HAS MADE, MAKE AND HAVE MADE ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY IN CONNECTION WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE CONTEMPLATED TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VOF ANY KIND OR NATURE, EXPRESS OR IMPLIED, WHETHER MADE BY THE SELLER, THE COMPANY ITS AFFILIATES OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERSOFFICERS, DIRECTORS, PARTNERS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL AGENTS OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONAS TO THE CONDITION, WARRANTYVALUE, PROJECTIONPROBABLE SUCCESS, FORECAST, STATEMENT, PROFITABILITY OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY QUALITY OF THEIR RESPECTIVE AFFILIATES BUSINESSES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ASSETS, AND, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED AS SET FORTH IN ARTICLE VI NEITHER BUYER NOR III AND ARTICLE IV, SELLER SPECIFICALLY DISCLAIMS ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO BUYER THEIR ASSETS, ANY PART THEREOF, THE WORKMANSHIP THEREOF, AND THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH SUBJECT ASSETS ARE BEING ACQUIRED “AS IS, WHERE IS” ON THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CLOSING DATE, AND IN THEIR PRESENT CONDITION, OPERATIONS AND BUSINESS OF NOTWITHSTANDING THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DELIVERY OR DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY ANY DOCUMENTATION OR ITS SUBSIDIARIES OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALFSUPPLEMENTAL DATA), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOF.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Tronc, Inc.)
No Other Representations. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT: (A) THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY SET FORTH IN ARTICLE 3 HEREOF (AND IN THE SCHEDULES, AS AND TO THE EXTENT REQUIRED TO BE SET FORTH IN THE SCHEDULES) AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN OTHER TRANSACTION DOCUMENTS ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE WITH RESPECT TO THE ACQUIRED COMPANIES TO BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT MERGER SUB IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED 84 TRANSACTIONS, AND (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED REFERRED TO IN ARTICLE IV CLAUSE (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEA) AND ARTICLE VABOVE, NEITHER SELLERTHE COMPANY, ITS SUBSIDIARIES, THE COMPANY SELLERS, THE SELLERS’ REPRESENTATIVE NOR ANY OTHER PERSON MAKESHAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, STATUTORY OR HAS MADEOTHERWISE, OF ANY OTHER NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT AS TO THE COMPANY MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR ITS SUBSIDIARIES FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE TRANSACTIONS CONTEMPLATED BY ASSETS OF THE ACQUIRED COMPANIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED REFERRED TO IN ARTICLE IV CLAUSE (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEA) AND ARTICLE VABOVE, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTYALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY FINANCIAL PROJECTION EXPRESS OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY IMPLIED REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WARRANTY AS TO THE MERCHANTABILITY, QUALITY, MERCHANTABILITYQUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION PURPOSE OF THE COMPANYBUSINESS OR THE ASSETS OF THE ACQUIRED COMPANIES, ITS SUBSIDIARIESARE HEREBY EXPRESSLY DISCLAIMED. BUYER AND MERGER SUB HEREBY REPRESENT, WARRANT, COVENANT AND AGREE, ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE AFFILIATES, THAT IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT AND THE CONTEMPLATED TRANSACTIONS, THEY ARE NOT RELYING UPON ANY ASSETS REPRESENTATION OR WARRANTY MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF ANY PART THEREOF AND PERSON, OTHER THAN THOSE EXPRESSLY REFERRED TO IN CLAUSE (IIA) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFABOVE.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Compass Group Diversified Holdings LLC)
No Other Representations. EXCEPT AS AND TO THE EXTENT SET FORTH IN THIS AGREEMENT, IN THE CERTIFICATES DELIVERED BY SELLERS PURSUANT TO SECTION 8.3(j) AND IN ANY TRANSACTION DOCUMENT, EACH SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER TO BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR THEIR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER OR ITS REPRESENTATIVES BY ANY OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF SELLERS OR ANY AFFILIATE THEREOF). EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV (AS MODIFIED IV, IN THE CERTIFICATES DELIVERED BY THE COMPANY DISCLOSURE SCHEDULESELLERS PURSUANT TO SECTION 8.3(j) AND ARTICLE VIN ANY TRANSACTION DOCUMENT, NEITHER EACH SELLER: (a) EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO THE COMPANY NOR CONDITION OF THE ASSETS OR ANY OTHER PERSON MAKESPROPERTY (REAL OR PERSONAL) OR PART THEREOF (INCLUDING ANY IMPLIED OR EXPRESSED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR HAS MADE, ANY OTHER EXPRESS OF CONFORMITY TO MODELS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES SAMPLES OF MATERIALS); AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEb) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, STATEMENT OR INFORMATION MADE, COMMUNICATED, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BUYER BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANTAGENT, LEGAL COUNSEL CONSULTANT OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY ANY SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESSELLERS’ AFFILIATES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOF.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Rosehill Resources Inc.)
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR NOTWITHSTANDING THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DELIVERY OR DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLER, THE COMPANY NOR TO ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL FINANCIAL PROJECTIONS OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESSUPPLEMENTAL DATA). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN ARTICLE IV III (AS MODIFIED BY INCLUDING IN THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V), BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, NONE OF SELLER NOR THE COMPANY OR ANY OTHER PERSON MAKES, NOR HAS MADEAND SELLER EXPRESSLY DISCLAIMS, ANY REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH RESPECT THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING AS TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS THAT HAVE BEEN MADE AVAILABLE TO BUYER OR ITS AFFILIATES ANY OF BUYER’S REPRESENTATIVES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE IN ANY PRESENTATION OF THE COMPANY BUSINESS BY THE MANAGEMENT OF SELLER OR ITS SUBSIDIARIES OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR AFFILIATES WHETHER BEFOREBY THE ANCILLARY AGREEMENTS, ON AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR AFTER MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY BUYER IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE CLOSING DATEANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN ARTICLE IV III (AS MODIFIED BY INCLUDING IN THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY SELLER ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS SELLER OR ANY PART THEREOF OTHER PERSON, AND (II) ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY BUYER OR AFFILIATE OF BUYER IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASISEXECUTING, EXCEPTDELIVERING OR PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. NOTWITHSTANDING THE FOREGOING, NOTHING IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV THIS SECTION 3.26 SHALL RESTRICT OR PROHIBIT ANY CLAIM ARISING OUT OF FRAUD (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEDEFINED HEREIN) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFAS SET FORTH HEREIN.
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No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III, AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED OR SUPPLEMENTED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V), NEITHER NONE OF SUCH SELLER, THE COMPANY NOR OTHER SELLERS, THE COMPANY, THEIR AFFILIATES OR ANY OTHER PERSON MAKES, MAKES OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, SUCH SELLER, THE OTHER SELLERS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SUCH SELLER, THE OTHER SELLERS, THE COMPANY, OR ANY OF THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES, ARE HEREBY EXPRESSLY DISCLAIMED INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND BUYER AND ITS AFFILIATES ARE NOT RELYING ON ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. WITHOUT LIMITING THE FOREGOING, SUCH SELLER MAKES NO, AND SHALL NOT BE DEEMED TO HAVE MADE ANY, REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO (A) ANY FINANCIAL PROJECTION PROJECTIONS, ESTIMATES OR FORECAST BUDGETS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO BUYER OR ANY OF ITS AFFILIATES AFFILIATES, COUNSEL, ACCOUNTANTS OR ADVISORS OF FUTURE REVENUES, EXPENSES OR EXPENDITURES OR FUTURE RESULTS OF OPERATIONS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR (B) IN THE MATERIALS RELATING TO SUCH SELLER, THE COMPANY OR ANY OF ITS SUBSIDIARIES MADE AVAILABLE TO BUYER OR IN ANY PRESENTATION OF THE BUSINESS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE, IT BEING UNDERSTOOD THAT ANY PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING BUT NOT LIMITED TO, THE SELLERS’, THE COMPANY’S OR ANY OF ITS SUBSIDIARIES’ CONFIDENTIAL OVERVIEWS MADE AVAILABLE BY SUCH SELLER AND ITS REPRESENTATIVES ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF SUCH SELLER, THE COMPANY OR ANY OF ITS SUBSIDIARIES, EXCEPT TO THE EXTENT SPECIFICALLY REFERENCED HEREIN OR (C) ANY OTHER INFORMATION OR DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE TO THE BUYER OR ANY OF ITS AFFILIATES, COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE HEREBY ACKNOWLEDGES AND AGREES TO SUCH DISCLAIMER AND THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENT, BUYER IS PURCHASING THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN ON AN “AS IS” CONDITION AND ON A “, WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR AND IS ONLY ENTITLED TO RELY UPON THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFTHIS AGREEMENT.
Appears in 1 contract
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR NOTWITHSTANDING THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DELIVERY OR DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLER, THE COMPANY NOR TO ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL FINANCIAL PROJECTIONS OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESSUPPLEMENTAL DATA). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN ARTICLE IV (AS MODIFIED BY IV, ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VCLOSING OR THE ANCILLARY AGREEMENTS, NONE OF BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY OR ANY OTHER PERSON MAKES, NOR HAS MADEAND BUYER EXPRESSLY DISCLAIMS, ANY REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH RESPECT THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS THAT HAVE BEEN MADE AVAILABLE TO SELLER OR ANY FINANCIAL PROJECTION OF SELLER’S REPRESENTATIVES OR FORECAST DELIVERED TO IN ANY PRESENTATION OF ANY BUSINESS BY THE MANAGEMENT OF BUYER OR ITS AFFILIATES OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR REPRESENTATIVES WITH RESPECT BY THE ANCILLARY AGREEMENTS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY SELLER IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE PERFORMANCE OF ANCILLARY AGREEMENTS OR THE COMPANY TRANSACTIONS CONTEMPLATED HEREBY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATETHEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF)IV, ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY BUYER ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES TO OF BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF OTHER PERSON, AND (II) ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY SELLER OR AFFILIATE OF SELLER IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASISEXECUTING, EXCEPTDELIVERING OR PERFORMING THIS AGREEMENT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY ANCILLARY AGREEMENTS OR THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
Appears in 1 contract
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED SET FORTH IN THIS ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLER, THE COMPANY NOR ANY OTHER PERSON MAKES, 6 OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY ELSEWHERE IN THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES , SELLERS EXPRESSLY DISCLAIM ANY AND AGREES MAKE NO, AND SHALL NOT BE DEEMED TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY HAVE MADE ANY, REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VWARRANTIES, WHETHER MADE BY SELLERWRITTEN OR VERBAL, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTYSTATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO SELLERS, THE BUSINESS, THEIR OPERATIONS, ASSETS, STOCK, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS. PURCHASER AND ORBCOMM HEREBY EXPRESSLY WAIVE ANY FINANCIAL PROJECTION CLAIMS AND CAUSES OF ACTION AND ANY OTHER REPRESENTATIONS OR FORECAST DELIVERED WARRANTIES, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE IN EACH CASE RELATING TO BUYER THE ACCURACY, COMPLETENESS OR ITS AFFILIATES MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR VERBAL) HERETOFORE FURNISHED TO PURCHASER OR ORBCOMM AND THEIR RESPECTIVE REPRESENTATIVES BY OR ON BEHALF OF SELLERS OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 6 OR ELSEWHERE IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, SELLERS ARE NOT MAKING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY FINANCIAL PROJECTION, EARNOUT AMOUNT OR FORECAST RELATING TO THE PERFORMANCE ANTICIPATED FINANCIAL RESULTS OF THE COMPANY BUSINESS, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR ITS SUBSIDIARIES OTHERWISE) OR AFFILIATES WHETHER BEFOREPROSPECTS RELATING TO THE BUSINESS, ON EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN THIS ARTICLE 6 OR AFTER THE CLOSING DATEELSEWHERE IN THIS AGREEMENT. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED TO PURCHASER SET FORTH IN THIS ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) 6 OR ELSEWHERE IN THIS AGREEMENT, PURCHASER AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES ORBCOMM HEREBY AGREE THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED SELLERS WILL HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER, ORBCOMM OR PURCHASER INDEMNIFIED PARTIES OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO MAKE ON ITS PURCHASER OR ORBCOMM OR THEIR BEHALF)RESPECTIVE REPRESENTATIVES, OR PURCHASER’S OR ORBCOMM’S OR THEIR RESPECTIVE REPRESENTATIVE’S USE OF, ANY REPRESENTATIONS SUCH PROJECTION OR WARRANTIES FORECAST AND ANY INFORMATION, DOCUMENT OR MATERIAL MADE AVAILABLE TO BUYER REGARDING THE PROBABLE SUCCESS PURCHASER OR PROFITABILITY ORBCOMM OR THEIR RESPECTIVE REPRESENTATIVES OR AFFILIATES IN “DATA ROOMS,” MANAGEMENT PRESENTATIONS OR ANY OTHER FORM IN EXPECTATION OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED TRANSACTIONS CONTEMPLATED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFTHIS AGREEMENT.
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No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN THIS ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLERIV, THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF STOCKHOLDERS DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, STATEMENT MADE OR INFORMATION MADE, COMMUNICATED, OR FURNISHED COMMUNICATED (WHETHER ORALLY OR IN WRITING, EXPRESS OR IMPLIED) TO ANY OF BUYER OR BUYER, ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, INFORMATION OR ADVICE THAT WHICH MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY STOCKHOLDER, PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANTACCOUNTING FIRM, LEGAL COUNSEL OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER STOCKHOLDER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALFCOMPANY), INCLUDING ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OF ANY KIND OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTYNATURE, EXPRESS OR IMPLIED, AS TO THE QUALITYCONDITION, VALUE, OR QUALITY OF THE COMPANY’S BUSINESSES OR ITS ASSETS, AND THE COMPANY AND THE STOCKHOLDERS SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY PURPOSE WITH RESPECT TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIESASSETS, ANY PART THEREOF, THE WORKMANSHIP THEREOF, AND THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH SUBJECT ASSETS OR ANY PART THEREOF AND (II) IN AN ARE BEING ACQUIRED “AS IS” CONDITION AND ON A “, WHERE IS” BASISON THE CLOSING DATE, EXCEPTAND IN ITS PRESENT CONDITION, IN EACH CASE, FOR AND BUYER SHALL RELY SOLELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF AS WELL AS THE REPRESENTATIONS AND WARRANTIES CONTAINED OF THE COMPANY SET FORTH IN THIS ARTICLE IV (AS MODIFIED AND ANY CERTIFICATE DELIVERED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFPURSUANT HERETO.
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No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR NOTWITHSTANDING THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DELIVERY OR DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLER, THE COMPANY NOR TO ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL FINANCIAL PROJECTIONS OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESSUPPLEMENTAL DATA). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, NONE OF BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY OR ANY OTHER PERSON MAKES, NOR HAS MADEAND BUYER EXPRESSLY DISCLAIMS, ANY REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH RESPECT THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS THAT HAVE BEEN MADE AVAILABLE TO SELLER OR ANY FINANCIAL PROJECTION OF SELLER’S REPRESENTATIVES OR FORECAST DELIVERED TO IN ANY PRESENTATION OF THE BUSINESS BY THE MANAGEMENT OF BUYER OR ITS AFFILIATES OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR REPRESENTATIVES WITH RESPECT BY THE ANCILLARY AGREEMENTS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY SELLER IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE PERFORMANCE OF ANCILLARY AGREEMENTS OR THE COMPANY TRANSACTIONS CONTEMPLATED HEREBY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATETHEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, IT IS UNDERSTOOD THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY COST ESTIMATES, PROJECTIONS OR OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF)PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY BUYER ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES TO OF BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF OTHER PERSON, AND (II) ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY SELLER OR AFFILIATE OF SELLER IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASISEXECUTING, EXCEPTDELIVERING OR PERFORMING THIS AGREEMENT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY ANCILLARY AGREEMENTS OR THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
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No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SPECIFICALLY CONTAINED IN ARTICLE IV IV: (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEA) AND ARTICLE VNONE OF SELLER OR ANY OFFICER, NEITHER SELLERDIRECTOR, THE COMPANY NOR ANY OTHER PERSON MAKESEMPLOYEE, AFFILIATE, STOCKHOLDER, OR HAS MADE, AGENT OF SELLER MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTYKIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE TRANSACTIONS OR THE BUSINESS, ASSETS OR CONDITION (FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OTHERWISE) OF, OR ITS AFFILIATES ANY OTHER MATTER INVOLVING SELLER, THE BUSINESS OR REPRESENTATIVES THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES, (B) NEITHER SELLER NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO BUYER (INCLUDING, WITHOUT LIMITATION, THE PERFORMANCE PROVISION OF ANY BUSINESS OR FINANCIAL ESTIMATES AND PROJECTIONS AND OTHER FORECASTS AND PLANS (INCLUDING THE REASONABLENESS OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFOREASSUMPTIONS UNDERLYING SUCH ESTIMATES AND PROJECTIONS AND FORECASTS)), ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED (C) BUYER ACKNOWLEDGES THAT (1) THERE ARE UNCERTAINTIES INHERENT IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON ATTEMPTING TO MAKE ON ITS OR THEIR BEHALF)ANY SUCH ESTIMATES, ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY PROJECTIONS AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF OTHER FORECASTS AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOF.PLANS,
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No Other Representations. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLER, THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERSOFFICERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL FINANCIAL PROJECTIONS OR OTHER REPRESENTATIVE OF SELLERSUPPLEMENTAL DATA) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE III, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OF ANY KIND OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTYNATURE, EXPRESS OR IMPLIED, AS TO THE QUALITYCONDITION, VALUE OR QUALITY OF THE SECURITIES OR BUSINESS OR ASSETS OF ANY COMPANY ENTITY, AND SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY PURPOSE WITH RESPECT TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIESSUCH ASSETS, ANY PART THEREOF, THE WORKMANSHIP THEREOF, AND THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT, EXCEPT TO THE EXTENT SET FORTH IN THIS AGREEMENT, SUCH ASSETS OR ANY PART THEREOF AND (II) IN AN ARE BEING ACQUIRED “AS IS” CONDITION AND ON A “, WHERE IS” BASISON THE CLOSING DATE, EXCEPTAND IN THEIR PRESENT CONDITION, IN EACH CASE, FOR AND BUYER SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF AS WELL AS SOLELY THE REPRESENTATIONS AND WARRANTIES CONTAINED OF SELLER SET FORTH IN THIS ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) III AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFINDEMNITIES PROVIDED HEREIN.
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No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR NOTWITHSTANDING THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DELIVERY OR DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLER, THE COMPANY NOR TO ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL FINANCIAL PROJECTIONS OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESSUPPLEMENTAL DATA). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN ARTICLE IV III (AS MODIFIED BY INCLUDING IN THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V), BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, NONE OF SELLER NOR THE COMPANY OR ANY OTHER PERSON MAKES, NOR HAS MADEAND SELLER EXPRESSLY DISCLAIMS, ANY REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH RESPECT THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING AS TO THE MATERIALS RELATING TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED BUSINESS AND AFFAIRS THAT HAVE BEEN MADE AVAILABLE TO BUYER OR ITS AFFILIATES ANY OF BUYER’S REPRESENTATIVES OR REPRESENTATIVES IN ANY PRESENTATION OF ANY BUSINESS BY THE MANAGEMENT OF SELLER OR OTHERS IN CONNECTION WITH RESPECT THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY AGREEMENTS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY BUYER IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE PERFORMANCE OF ANCILLARY AGREEMENTS OR THE COMPANY TRANSACTIONS CONTEMPLATED HEREBY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATETHEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN ARTICLE IV III (AS MODIFIED BY INCLUDING IN THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY SELLER ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS SELLER OR ANY PART THEREOF OTHER PERSON, AND (II) ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY BUYER OR AFFILIATE OF BUYER IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASISEXECUTING, EXCEPTDELIVERING OR PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. NOTWITHSTANDING THE FOREGOING, NOTHING IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV THIS SECTION 3.24 SHALL RESTRICT OR PROHIBIT ANY CLAIM ARISING OUT OF FRAUD (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEDEFINED HEREIN) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFAS SET FORTH HEREIN.
Appears in 1 contract
No Other Representations. BUYER (a) PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGES ACKNOWLEDGE AND AGREES AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV V (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VSCHEDULES HERETO), NEITHER SELLER, THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR COMPANY, ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGES ACKNOWLEDGE AND AGREES AGREE TO SELLER’S AND THE COMPANY’S 'S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VWARRANTIES, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE ITS AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERSOFFICERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL AGENTS OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER PARENT, MERGER SUB OR ITS THEIR AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYERPARENT, MERGER SUB OR ITS THEIR AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANTAGENT, LEGAL COUNSEL CONSULTANT, OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESITS AFFILIATES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS PARENT AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE COMPANY DISCLOSURE SCHEDULE) MAKES NO, AND ARTICLE VHAS NOT MADE ANY, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES PARENT WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON EITHER BEFORE OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS PARENT AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE COMPANY DISCLOSURE SCHEDULE) MAKES NO, AND ARTICLE VHAS NOT MADE ANY, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER PARENT OR MERGER SUB REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOF.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Activant Solutions Inc /De/)
No Other Representations. BUYER SPECIFICALLY THE PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VII, NEITHER SELLER, THE COMPANY PARENT NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY PARENT, EMC OR ITS ANY OF THEIR RESPECTIVE SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE MERGER AGREEMENT. BUYER SPECIFICALLY THE PURCHASER ACKNOWLEDGES AND AGREES THAT THE ACCURACY OF PARENT’S REPRESENTATIONS AND WARRANTIES IS NOT A CONDITION TO PURCHASER’S OBLIGATION TO COMPLETE THE TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN SOLELY WITH RESPECT TO THE REPRESENTATIONS SET FORTH IN SECTION 2.1(a) AND SECTION 2.3 AS PROVIDED IN SECTION 5.2.(a). THE PURCHASER ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANYPARENT’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VWARRANTIES, WHETHER MADE BY SELLER, THE COMPANY PARENT OR ANY OF THEIR RESPECTIVE ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE PARTNERSEQUITYHOLDERS, MEMBERSCONTROLLING PERSONS, DIRECTORSAFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL GENERAL OR OTHER LIMITED PARTNERS OR REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER THE PURCHASER OR ITS AFFILIATES EQUITYHOLDERS, CONTROLLING PERSONS, AFFILIATES, GENERAL OR LIMITED PARTNERS OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, THE PURCHASER OR ITS AFFILIATES EQUITYHOLDERS, CONTROLLING PERSONS, AFFILIATES, GENERAL OR LIMITED PARTNERS OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY PARENT OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESITS AFFILIATES). SELLER THE PURCHASER ACKNOWLEDGES AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES AGREES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY PARENT AND ITS SUBSIDIARIESSUBSIDIARIES AND, IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE PURCHASER HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKESPARENT DOES NOT MAKE, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER THE PURCHASER OR ITS AFFILIATES EQUITYHOLDERS, CONTROLLING PERSONS, AFFILIATES, GENERAL OR LIMITED PARTNERS OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY PARENT, EMC OR ITS THEIR RESPECTIVE SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY PURCHASER ACKNOWLEDGES AND AGREES THAT NONE OF SELLER PARENT DOES NOT MAKE, NOR THE COMPANY HAS MADE (NOR OR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS REPRESENTATION OR WARRANTIES WARRANTY TO BUYER THE PURCHASER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY PARENT, EMC OR ITS THEIR RESPECTIVE SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOF.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Dell Technologies Inc)
No Other Representations. BUYER EACH OF PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED QUALIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VSCHEDULES), NEITHER SELLER, THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER EACH OF PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER PURSUANT TO THE PRIOR SENTENCE OF ANY OTHER REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VWARRANTIES, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL AFFILIATES OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER PARENT, MERGER SUB OR ITS THEIR RESPECTIVE EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYERPARENT, MERGER SUB OR ITS THEIR RESPECTIVE EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL REPRESENTATIVE OR OTHER REPRESENTATIVE AFFILIATE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESCOMPANY). SELLER EACH OF PARENT AND THE COMPANY SPECIFICALLY ACKNOWLEDGE MERGER SUB ACKNOWLEDGES AND AGREE AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT ITS HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS OPERATIONS, LIABILITIES AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES AND, IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EACH OF PARENT AND MERGER SUB HAVE RELIED SOLELY ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE COMPANY SET FORTH IN ARTICLE IV (AS MODIFIED BY THE SCHEDULES). EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV (AS MODIFIED BY THE SCHEDULES) NONE OF THE COMPANY, ITS SUBSIDIARIES, NOR ANY OTHER PERSON HAS MADE OR IS MAKING AN EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY, ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION, RECORDS OR DATA NOW, HERETOFORE OR HEREAFTER MADE AVAILABLE TO PARENT, MERGER SUB, OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS EACH OF PARENT AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER MERGER SUB SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKESDOES NOT MAKE, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER PARENT, MERGER SUB OR ITS THEIR RESPECTIVE EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS EACH OF PARENT AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER MERGER SUB SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY DOES NOT MAKE, NOR HAS MADE (NOR OR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS REPRESENTATION OR WARRANTIES WARRANTY TO BUYER PARENT OR MERGER SUB REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER EACH OF PARENT AND MERGER SUB SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE SCHEDULES). EACH OF PARENT AND MERGER SUB HEREBY WAIVES, ON BEHALF OF ITSELF AND ITS AFFILIATES (INCLUDING, AFTER THE CLOSING, THE SURVIVING CORPORATION AND EACH OF ITS SUBSIDIARIES), FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST THE COMPANY DISCLOSURE SCHEDULESTOCKHOLDERS, THE COMPANY OPTIONHOLDERS, THE EQUITYHOLDERS’ REPRESENTATIVE, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES OF ANY OF THE FOREGOING, AND AGREES NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, RELATING TO THE OPERATION OF THE COMPANY, THE COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN, THE SCHEDULES AND EXHIBITS HERETO AND ANY CERTIFICATE, INSTRUMENT, OPINION OR OTHER DOCUMENTS DELIVERED IN CONNECTION HEREWITH) AND ARTICLE VTHE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER ARISING UNDER OR BASED UPON ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE, LAW, ORDINANCE, RULE OR REGULATION OR OTHERWISE (INCLUDING ANY RIGHT, WHETHER ARISING AT LAW OR IN EQUITY, TO SEEK INDEMNIFICATION, CONTRIBUTION, COST RECOVERY, DAMAGES, OR ANY OTHER RECOURSE OR REMEDY, INCLUDING AS MAY ARISE UNDER COMMON LAW). FURTHERMORE, WITHOUT LIMITING THE GENERALITY OF THIS SECTION 9.1, NO ACTION, CAUSE OF ACTION, CLAIM, CROSS-CLAIM OR THIRD-PARTY CLAIM OR LEGAL PROCEEDING OF ANY KIND (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) SHALL BE BROUGHT OR MAINTAINED BY ANY OF PARENT, MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES (INCLUDING, AFTER THE CLOSING, THE SURVIVING CORPORATION AND EACH CASEOF ITS SUBSIDIARIES) AGAINST THE COMPANY STOCKHOLDERS, THE COMPANY OPTIONHOLDERS, THE EQUITYHOLDERS’ REPRESENTATIVE, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES OF ANY OF THE FOREGOING, AND NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, BY VIRTUE OF OR BASED UPON (I) ANY ALLEGED MISREPRESENTATION OR INACCURACY IN OR BREACH OF ANY OF THE REPRESENTATIONS, WARRANTIES OR COVENANTS SET FORTH OR CONTAINED IN THIS AGREEMENT, ANY CERTIFICATE, INSTRUMENT, OPINION OR OTHER DOCUMENTS DELIVERED HEREUNDER, THE EXHIBITS AND SCHEDULES HERETO OR THE SUBJECT MATTER HEREOF OR THEREOF, OR (II) THE BUSINESS, THE OWNERSHIP, OPERATION, MANAGEMENT, USE OR CONTROL OF THE BUSINESS OF THE COMPANY OR THE COMPANY’S SUBSIDIARIES, ANY OF THEIR ASSETS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY ACTIONS OR OMISSIONS AT OR PRIOR TO SECTION 10.2 HEREOFTHE CLOSING DATE.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intercontinental Exchange, Inc.)
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VIII OR ANY OTHER TRANSACTION DOCUMENT, NEITHER SELLERNONE OF THP, THE COMPANY ITS SUBSIDIARIES, NOR ANY OTHER PERSON MAKES, ACTING ON BEHALF OF THP OR HAS MADE, ITS SUBSIDIARIES MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY PARTIES, EXPRESS OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTIMPLIED. BUYER SPECIFICALLY THP ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV THAT, (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEA) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE VI NEITHER BUYER IV, ARTICLE V, OR ANY OTHER TRANSACTION DOCUMENT, NONE OF BLOCKER I, BLOCKER I SELLER, NOR ANY OTHER PERSON MAKES, ACTING ON BEHALF OF BLOCKER I OR HAS MADE, BLOCKER I SELLER MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER THE PARTIES, EXPRESS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITIONIMPLIED, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND VI, ARTICLE VVII, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKESOR ANY OTHER TRANSACTION DOCUMENT, NONE OF BLOCKER II, BLOCKER II SELLER, NOR HAS MADE, ANY OTHER PERSON ACTING ON BEHALF OF BLOCKER II OR BLOCKER II SELLER MAKES ANY REPRESENTATION OR WARRANTYWARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. AND (C) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VVIII OR ANY OTHER TRANSACTION DOCUMENT, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER BUYER, MERGER SUB NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ACTING ON ITS BEHALF OF BUYER OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT MERGER SUB MAKES ANY REPRESENTATION OR WARRANTYWARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, AS . NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE QUALITYCONTRARY IN THIS AGREEMENT, MERCHANTABILITY, FITNESS FOR (I) NOTHING IN THIS SECTION 3.27 SHALL IN ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION WAY LIMIT ANY OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS REPRESENTATIONS OR WARRANTIES SET FORTH IN THIS AGREEMENT OR ANY PART THEREOF OF THE TRANSACTION DOCUMENTS, AND (II) IN AN “AS IS” CONDITION THE PROVISIONS OF THIS SECTION 3.27 SHALL NOT, AND ON A “WHERE IS” BASISSHALL NOT BE DEEMED OR CONSTRUED TO, EXCEPTWAIVE, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT LIMIT OR RELEASE ANY CLAIMS RELATING TO SECTION 10.2 HEREOFFRAUD.
Appears in 1 contract
Samples: Merger and Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED AS EXPRESSLY SET FORTH IN THIS ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VIII, NEITHER SELLER, THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, RELATING TO THE COMPANY, SELLER OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III, SELLER MAKES NO, AND SHALL NOT BE DEEMED TO HAVE MADE ANY, REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO (A) ANY FINANCIAL PROJECTION PROJECTIONS, ESTIMATES OR FORECAST BUDGETS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO BUYER OR ANY OF ITS AFFILIATES AFFILIATES, COUNSEL, ACCOUNTANTS OR ADVISORS OF FUTURE REVENUES, EXPENSES OR EXPENDITURES OR FUTURE RESULTS OF OPERATIONS OF THE COMPANY OR (B) IN THE MATERIALS RELATING TO SELLER, THE COMPANY MADE AVAILABLE TO BUYER OR IN ANY PRESENTATION OF THE BUSINESS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE, IT BEING UNDERSTOOD THAT ANY PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING BUT NOT LIMITED TO, THE COMPANY CONFIDENTIAL OVERVIEWS MADE AVAILABLE BY SELLER AND ITS REPRESENTATIVES ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF SELLER, THE COMPANY, EXCEPT TO THE EXTENT SPECIFICALLY REFERENCED HEREIN OR (C) ANY OTHER INFORMATION OR DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE TO THE BUYER OR ANY OF ITS AFFILIATES, COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATECOMPANY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY HEREBY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFSUCH DISCLAIMER.
Appears in 1 contract
No Other Representations. BUYER (a) PARENT, MERGER SUB AND SISTER SUB SPECIFICALLY ACKNOWLEDGES ACKNOWLEDGE AND AGREES AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV 3 (FOR THE PURPOSE OF THIS SECTION 12.01(a), AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEPURSUANT TO THIS AGREEMENT) AND ARTICLE V4, NEITHER SELLERNONE OF THE COMPANY, THE COMPANY NOR SHAREHOLDERS, MJM OR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR COMPANY, ITS SUBSIDIARIES OR THE COMPANY SHAREHOLDERS, MJM OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTAGREEMENT OR THE ANCILLARY AGREEMENTS. BUYER PARENT, MERGER SUB AND SISTER SUB SPECIFICALLY ACKNOWLEDGES ACKNOWLEDGE AND AGREES AGREE TO SELLER’S AND THE COMPANY’S, THE COMPANY SHAREHOLDERS’ AND MJM’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VWARRANTIES, WHETHER MADE BY SELLERTHE COMPANY OR ITS SUBSIDIARIES, THE COMPANY SHAREHOLDERS, MJM OR ANY OF THEIR RESPECTIVE AFFILIATES, AFFILIATES OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER PARENT, MERGER SUB, SISTER SUB OR ITS THEIR AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYERPARENT, MERGER SUB, SISTER SUB OR ITS THEIR AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLERTHE COMPANY, THE COMPANY SHAREHOLDERS, MJM OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESAFFILIATES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR PARENT, MERGER SUB AND SISTER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NONE OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY COMPANY, ITS SUBSIDIARIES, THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR SHAREHOLDERS OR MJM HAS MADE, MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER PARENT, BUYER, MERGER SUB OR ITS THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR THEIR AFFILIATES WHETHER BEFORE, ON EITHER BEFORE OR AFTER THE CLOSING DATE. PARENT, MERGER SUB AND SISTER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR AS SET FORTH IN THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV 3 (FOR THE PURPOSE OF THIS SECTION 12.01(a), AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEPURSUANT TO THIS AGREEMENT) AND ARTICLE V4 (FOR THE PURPOSE OF THIS SECTION 12.01(a), BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT AS MODIFIED PURSUANT TO THIS AGREEMENT), NONE OF SELLER NOR THE COMPANY, ITS SUBSIDIARIES, ANY COMPANY HAS MADE (SHAREHOLDER OR MJM MAKES, NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF)MADE, ANY REPRESENTATIONS OR WARRANTIES TO BUYER PARENT, MERGER SUB OR SISTER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER PARENT, MERGER SUB AND SISTER SUB SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, EXCEPT IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV 3 (FOR THE PURPOSE OF THIS SECTION 12.01(a), AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEPURSUANT TO THIS AGREEMENT) AND ARTICLE V4 (FOR THE PURPOSE OF THIS SECTION 12.01(a), AS MODIFIED PURSUANT TO THIS AGREEMENT). OTHER THAN WITH RESPECT TO FRAUD, EACH OF PARENT, MERGER SUB AND SISTER SUB HEREBY WAIVES, ON BEHALF OF ITSELF, ITS SUBSIDIARIES (INCLUDING AFTER THE CLOSING, THE SURVIVING COMPANY) AND ITS AND THEIR RESPECTIVE AFFILIATES, FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST THE COMPANY SHAREHOLDERS, MJM AND THE SHAREHOLDER REPRESENTATIVE, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OFFICER, DIRECTOR, SHAREHOLDER, TRUSTEE, MANAGER, MEMBER OR PARTNER OF ANY OF THE FOREGOING, AND AGREES NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, RELATING TO THE OPERATION OF THE COMPANY OR ITS BUSINESSES PRIOR TO THE CLOSING OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN, AND ANY DOCUMENT DELIVERED HEREUNDER) AND THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER ARISING UNDER OR BASED UPON ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE, LAW, ORDINANCE, RULE OR REGULATION OR OTHERWISE, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFEXCEPT ANY CLAIM FOR BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR OTHER AGREEMENT THAT SURVIVES THE CLOSING UNDER THIS AGREEMENT OR ANY INDEMNIFICATION CLAIMS THAT MAY BE BROUGHT SOLELY IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 11.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Universal Truckload Services, Inc.)
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR NOTWITHSTANDING THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DELIVERY OR DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLER, THE COMPANY NOR TO ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL FINANCIAL PROJECTIONS OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESSUPPLEMENTAL DATA). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN ARTICLE IV (AS MODIFIED BY INCLUDING IN THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V), BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, NONE OF SELLER NOR THE COMPANY OR ANY OTHER PERSON MAKES, NOR HAS MADEAND SELLER EXPRESSLY DISCLAIMS, ANY REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH RESPECT THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING AS TO ANY FINANCIAL PROJECTION THE MATERIALS RELATING TO THE BUSINESS OR FORECAST DELIVERED PURCHASED ASSETS THAT HAVE BEEN MADE AVAILABLE TO BUYER OR ITS AFFILIATES ANY OF BUYER’S REPRESENTATIVES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE IN ANY PRESENTATION OF THE COMPANY BUSINESS BY THE MANAGEMENT OF SELLER OR ITS SUBSIDIARIES OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR AFFILIATES WHETHER BEFOREBY THE ANCILLARY AGREEMENTS, ON AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR AFTER MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY BUYER IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE CLOSING DATEANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN ARTICLE IV (AS MODIFIED BY INCLUDING IN THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY SELLER ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS SELLER OR ANY PART THEREOF OTHER PERSON, AND (II) ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY BUYER OR AFFILIATE OF BUYER IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASISEXECUTING, EXCEPTDELIVERING OR PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. NOTWITHSTANDING THE FOREGOING, NOTHING IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV THIS SECTION 4.30 SHALL RESTRICT OR PROHIBIT ANY CLAIM ARISING OUT OF FRAUD (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEDEFINED HEREIN) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFAS SET FORTH HEREIN.
Appears in 1 contract
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV 4, THIS ARTICLE 5 (AS MODIFIED BY INCLUDING THE COMPANY RELATED PORTIONS OF THE DISCLOSURE SCHEDULESCHEDULES) AND ARTICLE VOR CONTAINED IN ANY OF THE ANCILLARY AGREEMENTS, NEITHER THE COMPANY, NOR SELLER, NOR THE COMPANY SELLER REPRESENTATIVE NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATESFORMER, OR THEIR RESPECTIVE PARTNERSCURRENT AND FUTURE EQUITYHOLDERS, MEMBERSCONTROLLING PERSONS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTSAGENTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AFFILIATES, MEMBERS, MANAGERS, GENERAL OR LIMITED PARTNERS, OR ASSIGNEES (OR ANY FORMER, CURRENT OR FUTURE EQUITY HOLDER, CONTROLLING PERSON, DIRECTOR, OFFICER, EMPLOYEE, AGENT, REPRESENTATIVE, AFFILIATE, MEMBER, MANAGER, GENERAL OR LIMITED PARTNER, OR ASSIGNEE OF ANY OF THE FOREGOING) MAKES ANY, AND OF EACH DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONANY, REPRESENTATION OR WARRANTY, PROJECTIONWHETHER STATUTORY, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION IMPLIED, WRITTEN OR WARRANTY ORAL, INCLUDING WITH RESPECT TO BUYER THE EQUITY INTERESTS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITIONOTHERWISE), OPERATIONS AND PROSPECTS OR BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOFCOMPANY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV 4, THIS ARTICLE 5 (AS MODIFIED BY INCLUDING THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE RELATED PORTIONS OF THE COMPANY DISCLOSURE SCHEDULES) OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORECONTAINED IN ANY OF THE ANCILLARY AGREEMENTS, ON OR AFTER THE CLOSING DATEAND BUYER EXPRESSLY ACKNOWLEDGES AS SUCH. EXCEPT FOR AS SET FORTH IN ARTICLE 4, THIS ARTICLE 5 (INCLUDING THE REPRESENTATIONS AND WARRANTIES RELATED PORTIONS OF THE DISCLOSURE SCHEDULES) OR CONTAINED IN ARTICLE IV (AS MODIFIED BY ANY OF THE COMPANY DISCLOSURE SCHEDULE) ANCILLARY AGREEMENTS, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO PARTIES MAKE ON ITS OR THEIR BEHALF), ANY NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY EACH OTHER, EXCEPT AS CONTAINED IN THIS AGREEMENT, AND ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY OR ITS SUBSIDIARIESREPRESENTATIVES, WHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN MERGED INTO THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ACKNOWLEDGES THAT ANY REPRESENTATION OR WARRANTYESTIMATES, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLESFORECASTS, OR CONDITION OF PROJECTIONS FURNISHED OR MADE AVAILABLE TO IT CONCERNING THE COMPANYCOMPANIES (INCLUDING THOSE REFLECTED IN THE FINANCIAL STATEMENTS) OR THEIR PROPERTIES, ITS SUBSIDIARIESBUSINESS OR ASSETS REFLECT NUMEROUS ASSUMPTIONS, ANY ASSETS OR ANY PART THEREOF ARE SUBJECT TO MATERIAL RISKS AND (II) IN AN “AS IS” CONDITION UNCERTAINTIES AND ON A “WHERE IS” BASIS, EXCEPTARE NOT BEING AND WILL NOT BE RELIED UPON BY BUYER, IN EACH CASECASE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR IN THE ANCILLARY AGREEMENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 5.28, THE FOREGOING PROVISIONS OF THIS SECTION 5.28 WILL IN NO WAY LIMIT THE BUYER’S ABILITY TO BRING A LIABILITY CLAIM AGAINST ANY PERSON FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFACTUAL FRAUD.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Safe & Green Development Corp)
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES EXCEPT AS AND AGREES THAT EXCEPT FOR TO THE REPRESENTATIONS AND WARRANTIES CONTAINED EXTENT SET FORTH IN THIS ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLER3, THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY MAKES NO REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) WHATSOEVER TO PARENT AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, MERGER SUB AND OF HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, STATEMENT OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER PARENT OR ITS AFFILIATES MERGER SUB OR THEIR RESPECTIVE REPRESENTATIVES (INCLUDING INCLUDING, WITHOUT LIMITATION, ANY PROPERTY RECORD AND OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, PARENT OR ITS AFFILIATES OR REPRESENTATIVES MERGER SUB BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANTAGENT, LEGAL COUNSEL CONSULTANT, OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESAFFILIATE THEREOF). SELLER AND SPECIFICALLY, AS PART OF (BUT NOT A LIMITATION OF) THE FOREGOING, PARENT OR MERGER SUB ACKNOWLEDGE THAT NEITHER COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADEHEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTYWARRANTY (EXPRESS, EXPRESS OR IMPLIED, WITH RESPECT UNDER COMMON LAW, BY STATUTE OR OTHERWISE) RELATING TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE, OR CONFORMITY TO SAMPLESMODEL OR SAMPLES OF MATERIALS, THE VALUE OF, OR ASSIGNABILITY OF, THE RIGHT TO OPERATE ANY OF THE ASSETS, THE EXTENT OF OIL, GAS AND/OR OTHER MINERAL RESERVES, THE RECOVERABILITY OF OR THE COST OF ANTICIPATED PRICES AT WHICH PRODUCTION HAS BEEN OR WILL BE SOLD AND THE ABILITY TO SELL OIL OR GAS PRODUCTION FROM THE COMPANY'S OIL AND GAS INTERESTS. BY ITS ACTIONS IN CLOSING THE TRANSACTIONS CONTEMPLATED HEREBY, PARENT AND MERGER SUB ACKNOWLEDGE (OR SHALL BE DEEMED TO HAVE ACKNOWLEDGED) THAT THEY HAVE BEEN PROVIDED ACCESS TO ALL COMPANY ASSETS AND TO ALL RECORDS, PROPERTY RECORDS AND OTHER FILES, INFORMATION AND DATA TO WHICH THEY REQUESTED ACCESS, ALL IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, THAT THEY HAVE BEEN PROVIDED THE RIGHT TO SATISFY THEMSELVES AS TO THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE COMPANYASSETS, ITS SUBSIDIARIESBOTH SURFACE AND SUBSURFACE, ANY ASSETS OR ANY PART THEREOF AND (II) THAT PARENT AND MERGER SUB SHALL ACCEPT ALL OF THE SAME IN AN “THEIR "AS IS” CONDITION AND ON A “, WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN " CONDITION. ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOF.4
Appears in 1 contract
Samples: Agreement and Plan of Merger (Southwest Royalties Inc Income Fund Vi)
No Other Representations. BUYER PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGES ACKNOWLEDGE AND AGREES AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV Article V (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VSCHEDULES), NEITHER SELLER, THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGES ACKNOWLEDGE AND AGREES AGREE TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VArticle V OF THIS AGREEMENT), WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE ITS AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERSOFFICERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL AGENTS OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER PARENT, MERGER SUB OR ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYERPARENT, MERGER SUB OR ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANTAGENT, LEGAL COUNSEL CONSULTANT, OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE ITS AFFILIATES OR REPRESENTATIVES). SELLER PARENT AND THE COMPANY SPECIFICALLY MERGER SUB ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS THEY HAVE CONDUCTED TO ITS SATISFACTION ITS THEIR OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIESSUBSIDIARIES AND, IN MAKING THEIR DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, PARENT AND MERGER SUB HAVE RELIED ON THE RESULTS OF THEIR OWN INDEPENDENT INVESTIGATION AND THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS PARENT AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKESDOES NOT MAKE, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER PARENT, MERGER SUB OR ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS PARENT AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VDOES NOT MAKE, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR OR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER PARENT OR MERGER SUB REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIESSUBSIDIARIES OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. BUYER PARENT AND MERGER SUB SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS THE COMPANY’S SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV THIS AGREEMENT (AS MODIFIED BY THE SCHEDULES). EXCEPT WITH RESPECT TO ANY CLAIM IN RESPECT OF ACTUAL OR INTENTIONAL FRAUD, EACH OF PARENT AND MERGER SUB HEREBY WAIVES, ON BEHALF OF ITSELF AND ITS AFFILIATES, FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST THE COMPANY DISCLOSURE SCHEDULE) COMMON STOCKHOLDERS, THE COMPANY OPTIONHOLDERS, THE COMPANY RSU HOLDERS, THE EQUITYHOLDERS’ REPRESENTATIVE, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OFFICER, DIRECTOR, MANAGER, MEMBER, PARTNER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF ANY OF THE FOREGOING RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 9.1 SHALL BE CONSTRUED TO LIMIT THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING ARTICLE VV (AS MODIFIED BY THE SCHEDULES). NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, IN EACH CASENO EVENT SHALL THIS SECTION 9.1 BE DEEMED TO LIMIT THE RIGHT TO BRING, SUBJECT TO SECTION 10.2 HEREOFOR CONSTITUTE THE WAIVER OR RELEASE OF, ANY CLAIM IN RESPECT OF ACTUAL OR INTENTIONAL FRAUD.
Appears in 1 contract
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY MADE TO BUYER IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VTHIS AGREEMENT OR IN ANY ANCILLARY AGREEMENT, NEITHER SELLERTHE MEMBERS, THE COMPANY ENTITIES, ANY SUBSIDIARIES THEREOF OR, ANY MEMBER THEREOF, ANY AFFILIATE OF ANY SUCH MEMBER NOR ANY OTHER PERSON MAKES, HAVE MADE OR HAS MADE, ARE MAKING ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS BUSINESS, ANY SUBSIDIARIES THEREOF, ANY MEMBER THEREOF, THEIR RESPECTIVE BUSINESSES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS, AND THE COMPANY’S EXPRESS DISAVOWAL MEMBERS, AND DISCLAIMER OF COMPANY ENTITIES HEREBY EXPRESSLY DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED WARRANTIES, WHETHER IMPLIED OR MADE BY THE MEMBERS, COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VENTITIES, WHETHER MADE BY SELLER, THE COMPANY OR ANY MEMBER THEREOF OR ANY OF THEIR RESPECTIVE AFFILIATESOFFICERS, OR THEIR RESPECTIVE PARTNERSMANAGERS, DIRECTORS, SHAREHOLDERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERSPARTNERS, EMPLOYEES, ACCOUNTANTSAGENTS, LEGAL COUNSEL CONSULTANTS OR OTHER REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE TO BUYER IN THIS AGREEMENT OR IN ANY ANCILLARY AGREEMENT, EACH OF THE MEMBERS AND OF COMPANY ENTITIES HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, FORECAST OR INFORMATION MADE, COMMUNICATED, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS ANY AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, BUYER OR ITS ANY AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, DIRECTOR, SHAREHOLDER, MEMBER, PARTNER, EMPLOYEE, ACCOUNTANTAGENT, LEGAL COUNSEL CONSULTANT OR OTHER REPRESENTATIVE OF SELLERTHE MEMBERS, THE COMPANY ENTITIES, OR ANY OF THEIR MEMBERS OR SHAREHOLDERS, OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESAFFILIATES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOINGMEMBERS, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO ENTITIES MAKE ON ITS OR THEIR BEHALF), ANY NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPTTHEIR RESPECTIVE BUSINESS, IN EACH CASE, FOR IN THE REPRESENTATIONS FUTURE. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, NOTHING IN THIS SECTION 3.1 SHALL PREVENT ANY INDEMNIFIED PARTY FROM BRINGING AN ACTION RELATING TO, AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VMEMBERS’ LIABILITY FOR, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFFRAUD.
Appears in 1 contract
No Other Representations. BUYER (a) PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGES ACKNOWLEDGE AND AGREES AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV V (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VSCHEDULES HERETO), NEITHER SELLER, THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR COMPANY, ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGES ACKNOWLEDGE AND AGREES AGREE TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VWARRANTIES, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE ITS AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERSOFFICERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL AGENTS OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER PARENT, MERGER SUB OR ITS THEIR AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYERPARENT, MERGER SUB OR ITS THEIR AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANTAGENT, LEGAL COUNSEL CONSULTANT, OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESITS AFFILIATES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS PARENT AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE COMPANY DISCLOSURE SCHEDULE) MAKES NO, AND ARTICLE VHAS NOT MADE ANY, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES PARENT WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON EITHER BEFORE OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS PARENT AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE COMPANY DISCLOSURE SCHEDULE) MAKES NO, AND ARTICLE VHAS NOT MADE ANY, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER PARENT OR MERGER SUB REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOF.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Epicor Software Corp)
No Other Representations. BUYER EACH OF THE PARENT PARTIES SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY PARTNERSHIP DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLER, THE COMPANY PARTNERSHIP NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY GENERAL PARTNER OR ITS THE PARTNERSHIP OR THEIR RESPECTIVE SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER EACH OF THE PARENT PARTIES SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANYPARTNERSHIP’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VWARRANTIES, WHETHER MADE BY SELLER, THE COMPANY GENERAL PARTNER, THE PARTNERSHIP OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER THE PARENT PARTIES OR ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, ANY OF THE PARENT PARTIES OR ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY GENERAL PARTNER, THE PARTNERSHIP OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND EACH OF THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER PARENT PARTIES ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY GENERAL PARTNER, THE PARTNERSHIP AND THEIR RESPECTIVE SUBSIDIARIES AND, IN MAKING ITS SUBSIDIARIESDETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EACH OF THE PARENT PARTIES HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR EACH OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER PARENT PARTIES SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR NONE OF SELLER, THE COMPANY GENERAL PARTNER OR THE PARTNERSHIP MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER ANY OF THE PARENT PARTIES OR ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY GENERAL PARTNER, THE PARTNERSHIP OR ITS THEIR RESPECTIVE SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR EACH OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER PARENT PARTIES SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER SELLER, THE GENERAL PARTNER OR THE PARTNERSHIP MAKES, NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER THE PARENT PARTIES REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY GENERAL PARTNER OR ITS THE PARTNERSHIP OR THEIR RESPECTIVE SUBSIDIARIES. BUYER THE PARENT PARTIES SHALL ACQUIRE THE COMPANY GENERAL PARTNER, THE PARTNERSHIP AND ITS THEIR RESPECTIVE SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANYGENERAL PARTNER, ITS THE PARTNERSHIP, THEIR RESPECTIVE SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY PARTNERSHIP DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOF. EACH OF THE PARENT PARTIES HEREBY WAIVES, ON BEHALF OF ITSELF, ITS RESPECTIVE SUBSIDIARIES (INCLUDING, AFTER THE CLOSING, THE GENERAL PARTNER, THE SURVIVING CORPORATION AND EACH OF THEIR RESPECTIVE SUBSIDIARIES) AND ITS RESPECTIVE AFFILIATES, FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST THE UNITHOLDERS, SELLER, THE UNITHOLDERS’ REPRESENTATIVE, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OFFICER, DIRECTOR, MANAGER, MEMBER, PARTNER, EMPLOYEE, AGENT CONSULTANT OR REPRESENTATIVE OF ANY OF THE FOREGOING, AND AGREES NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, RELATING TO THE OPERATION OF THE GENERAL PARTNER, THE PARTNERSHIP, THEIR RESPECTIVE SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN, AND ANY CERTIFICATE, INSTRUMENT, OPINION OR OTHER DOCUMENTS DELIVERED HEREUNDER) AND THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER ARISING UNDER OR BASED UPON ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE, LAW, ORDINANCE, RULE OR REGULATION OR OTHERWISE (INCLUDING ANY RIGHT, WHETHER ARISING AT LAW OR IN EQUITY, TO SEEK INDEMNIFICATION, CONTRIBUTION, COST RECOVERY, DAMAGES, OR ANY OTHER RECOURSE OR REMEDY, INCLUDING AS MAY ARISE UNDER COMMON LAW). FURTHERMORE, WITHOUT LIMITING THE GENERALITY OF THIS SECTION 10.1, NO CLAIM SHALL BE BROUGHT OR MAINTAINED BY ANY OF THE PARENT PARTIES OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR AFFILIATES (INCLUDING, AFTER THE CLOSING, THE GENERAL PARTNER, THE SURVIVING CORPORATION AND EACH OF THEIR RESPECTIVE SUBSIDIARIES) AGAINST THE UNITHOLDERS, SELLER, THE UNITHOLDERS’ REPRESENTATIVE, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF ANY OF THE FOREGOING, AND NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, BY VIRTUE OF OR BASED UPON ANY ALLEGED MISREPRESENTATION OR INACCURACY IN OR BREACH OF ANY OF THE REPRESENTATIONS, WARRANTIES OR COVENANTS SET FORTH OR CONTAINED IN THIS AGREEMENT, ANY CERTIFICATE, INSTRUMENT, OPINION OR OTHER DOCUMENTS DELIVERED HEREUNDER, THE SUBJECT MATTER OF THIS AGREEMENT, THE BUSINESS, THE OWNERSHIP, OPERATION, MANAGEMENT, USE OR CONTROL OF THE BUSINESS OF THE GENERAL PARTNER, THE PARTNERSHIP, THEIR RESPECTIVE SUBSIDIARIES, ANY OF THEIR ASSETS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY ACTIONS OR OMISSIONS AT OR PRIOR TO THE CLOSING DATE.
Appears in 1 contract
Samples: Purchase Agreement and Agreement and Plan of Merger (Amsurg Corp)
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VOR ANY OTHER TRANSACTION DOCUMENT, NEITHER SELLER, THE COMPANY NONE OF BLOCKER I NOR ANY OTHER PERSON MAKES, OR HAS MADE, ACTING ON BEHALF OF BLOCKER I MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY PARTIES, EXPRESS OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTIMPLIED. BUYER SPECIFICALLY BLOCKER I ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV THAT (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEA) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE VI NEITHER BUYER III OR ANY OTHER TRANSACTION DOCUMENT, NONE OF THP, ITS SUBSIDIARIES, NOR ANY OTHER PERSON MAKES, ACTING ON BEHALF OF THP OR HAS MADE, ITS SUBSIDIARIES MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER THE PARTIES, EXPRESS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITIONIMPLIED, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VVI OR ANY OTHER TRANSACTION DOCUMENT, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER NONE OF BLOCKER I SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY OTHER PERSON ACTING ON BEHALF OF BLOCKER I SELLER MAKES ANY REPRESENTATION OR WARRANTYWARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. (C) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ARTICLE VII, OR ANY OTHER TRANSACTION DOCUMENT, NONE OF BLOCKER II, BLOCKER II SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ACTING ON ITS BEHALF OF BLOCKER II OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT BLOCKER II SELLER MAKES ANY REPRESENTATION OR WARRANTYWARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (IID) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV VIII OR ANY OTHER TRANSACTION DOCUMENT, NONE OF BUYER, MERGER SUB NOR ANY OTHER PERSON ACTING ON BEHALF OF BUYER OR MERGER SUB MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY IN THIS 72 AGREEMENT, (AS MODIFIED BY I) NOTHING IN THIS SECTION 4.11 SHALL IN ANY WAY LIMIT ANY OF THE COMPANY DISCLOSURE SCHEDULEREPRESENTATIONS OR WARRANTIES SET FORTH IN THIS AGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS, AND (II) THE PROVISIONS OF THIS SECTION 4.11 SHALL NOT, AND ARTICLE VSHALL NOT BE DEEMED OR CONSTRUED TO, IN EACH CASEWAIVE, SUBJECT LIMIT OR RELEASE ANY CLAIMS RELATING TO SECTION 10.2 HEREOFFRAUD.
Appears in 1 contract
Samples: Merger and Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VVIII, NEITHER SELLERNONE OF BUYER, THE COMPANY MERGER SUB NOR ANY OTHER PERSON MAKES, ACTING ON BEHALF OF BUYER OR HAS MADE, MERGER SUB MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES TARGET COMPANIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTSELLERS, EXPRESS OR IMPLIED. BUYER SPECIFICALLY AND MERGER SUB EACH ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV THAT (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEA) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE VI NEITHER BUYER III, OR ANY OTHER TRANSACTION DOCUMENT, NONE OF THP, ITS SUBSIDIARIES, NOR ANY OTHER PERSON MAKES, ACTING ON BEHALF OF THP OR HAS MADE, ITS SUBSIDIARIES MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER THE PARTIES, EXPRESS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITIONIMPLIED, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKESOR ANY OTHER TRANSACTION DOCUMENT, NONE OF BLOCKER I, BLOCKER II, NOR HAS MADE, ANY OTHER PERSON ACTING ON BEHALF OF BLOCKER I OR BLOCKER II MAKES ANY REPRESENTATION OR WARRANTYWARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. AND (C) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) VI AND ARTICLE VVII, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT OR ANY OTHER TRANSACTION DOCUMENT, NONE OF SELLER BLOCKER I SELLER, BLOCKER II SELLER, NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ACTING ON ITS BEHALF OF BLOCKER I SELLER OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT BLOCKER II SELLER MAKES ANY REPRESENTATION OR WARRANTYWARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, AS . NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE QUALITYCONTRARY IN THIS AGREEMENT, MERCHANTABILITY, FITNESS FOR (I) NOTHING IN THIS SECTION 8.10 SHALL IN ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION WAY LIMIT ANY OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS REPRESENTATIONS OR WARRANTIES SET FORTH IN THIS AGREEMENT OR ANY PART THEREOF OF THE TRANSACTION DOCUMENTS, AND (II) IN AN “AS IS” CONDITION THE PROVISIONS OF THIS SECTION 8.10 SHALL NOT, AND ON A “WHERE IS” BASISSHALL NOT BE DEEMED OR CONSTRUED TO, EXCEPTWAIVE, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT LIMIT OR RELEASE ANY CLAIMS RELATING TO SECTION 10.2 HEREOFFRAUD.
Appears in 1 contract
Samples: Merger and Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
No Other Representations. BUYER EACH OF THE COMPANY, PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULESCHEDULES) AND ARTICLE VV (AS MODIFIED BY THE PARENT DISCLOSURE SCHEDULES), NEITHER SELLERTHE COMPANY, THE COMPANY PARENT, MERGER SUB NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY COMPANY, PARENT MERGER SUB OR ITS THEIR RESPECTIVE SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER EACH OF THE COMPANY ON ONE HAND AND PARENT AND MERGER SUB ON THE OTHER HAND SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S OTHER PARTIES’ EXPRESS DISAVOWAL AND DISCLAIMER OF ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VWARRANTIES, WHETHER MADE BY SELLERTHE COMPANY, THE COMPANY PARENT, MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, OFFICERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL AGENTS OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, SUCH OTHER REPRESENTATION OR WARRANTY OR ANY PROJECTION, FORECAST, STATEMENT, OR INFORMATION OTHERWISE MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER THE COMPANY, PARENT, MERGER SUB OR ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY SUCH OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYERANY OF THE COMPANY, PARENT, MERGER SUB OR ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANTAGENT, LEGAL COUNSEL CONSULTANT, OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY ANY PARTY TO THIS AGREEMENT OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER EACH OF THE COMPANY, PARENT AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER MERGER SUB ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY COMPANY, PARENT, MERGER SUB AND THEIR SUBSIDIARIES AND, IN MAKING ITS SUBSIDIARIES. IN FURTHERANCE DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EACH OF THE FOREGOINGCOMPANY, PARENT AND NOT IN LIMITATION THEREOF, EXCEPT FOR MERGER SUB HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULESCHEDULES) AND ARTICLE VV (AS MODIFIED BY THE PARENT DISCLOSURE SCHEDULES), BUYER AS APPLICABLE, AND EACH OF THE COMPANY, PARENT AND MERGER SUB HAS NOT RELIED ON ANY INFORMATION NOT CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULES) AND ARTICLE V (AS MODIFIED BY THE PARENT DISCLOSURE SCHEDULES). IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EACH OF THE COMPANY, PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKESTHAT, (X) EACH PARTY TO THIS AGREEMENT DOES NOT MAKE, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER ANY OF THE COMPANY, 116 PARENT, MERGER SUB OR ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY COMPANY, PARENT, MERGER SUB OR ITS THEIR SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS , AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEY) AND ARTICLE VEACH PARTY TO THIS AGREEMENT DOES NOT MAKE, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER ANY OTHER PARTY TO THIS AGREEMENT REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF PARENT, MERGER SUB, THE COMPANY OR ITS THEIR SUBSIDIARIES. BUYER PARENT AND MERGER SUB SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS THE COMPANY’S SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) SCHEDULES AND SUBJECT TO ARTICLE IX HEREOF). NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL THIS SECTION 9.9 BE DEEMED TO LIMIT THE RIGHT TO BRING A CLAIM IN RESPECT OF ACTUAL OR INTENTIONAL FRAUD SOLELY WITH RESPECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFV OF THIS AGREEMENT.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gener8 Maritime, Inc.)
No Other Representations. EXCEPT AS AND TO THE EXTENT SET FORTH IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER TO BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLER, THE COMPANY NOR INCLUDING ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY COMPANY, ITS ASSETS, OR ITS SUBSIDIARIES ANY PART THEREOF, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTBUSINESS. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BUYER BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANTAGENT, LEGAL COUNSEL CONSULTANT, OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY SELLER OR ANY AFFILIATE THEREOF, WHETHER IN ANY MANAGEMENT PRESENTATIONS, “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF THEIR RESPECTIVE AFFILIATES THE BUYER, OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, FORM IN EXPECTATION OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOFTRANSACTIONS), EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV (AS MODIFIED BY HEREIN. BUYER IS ACQUIRING THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR IN ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE ACQUISITION OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFOREINTERESTS ON AN “AS IS” AND “WHERE IS” BASIS, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFHEREIN.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Forum Energy Technologies, Inc.)
No Other Representations. BUYER EACH PARTY SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV OR ARTICLE V (AS MODIFIED BY THE COMPANY BLUE DISCLOSURE SCHEDULE OR THE GREEN DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLERAS APPLICABLE), NONE OF THE COMPANY NOR PARTIES OR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY BLUE, GREEN OR ITS THEIR RESPECTIVE SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTTRANSACTIONS. BUYER EACH PARTY HEREBY DISCLAIMS, AND SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF OF, ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VWARRANTIES, WHETHER MADE BY SELLER, THE COMPANY A PARTY OR ANY OF THEIR RESPECTIVE ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE PARTNERSSTOCKHOLDERS, MEMBERSOFFICERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL AGENTS OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY SUCH OTHER REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER PARTY OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESTHEM). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER EACH PARTY ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION AND, IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS, EACH OF THE CONDITION, OPERATIONS AND BUSINESS PARTIES HAS RELIED ON THE RESULTS OF THE COMPANY AND ITS SUBSIDIARIESOWN INDEPENDENT INVESTIGATION. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR EACH OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER PARTIES SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY NO PARTY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER THE OTHER PARTY OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT REPRESENTATIVES. EACH PARTY HEREBY WAIVES, ON BEHALF OF ITSELF AND ITS AFFILIATES, FROM AND AFTER THE CLOSING, TO THE PERFORMANCE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST THE OTHER, ITS STOCKHOLDERS, AFFILIATES OR ANY OFFICER, DIRECTOR, MANAGER, MEMBER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF ANY OF THE COMPANY FOREGOING AND AGREES NO RECOURSE SHALL BE SOUGHT OR ITS SUBSIDIARIES GRANTED AGAINST ANY OF THEM, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN, AND ANY CERTIFICATE, INSTRUMENT, OPINION OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEOTHER DOCUMENTS DELIVERED HEREUNDER) AND ARTICLE VTHE TRANSACTIONS, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE WHETHER ARISING UNDER OR BASED UPON ANY FEDERAL, STATE, LOCAL OR FOREIGN LAW OR OTHERWISE (NOR HAS AUTHORIZED INCLUDING ANY RIGHT, WHETHER ARISING AT LAW OR IN EQUITY, TO SEEK INDEMNIFICATION, CONTRIBUTION, COST RECOVERY, DAMAGES, OR ANY OTHER PERSON TO MAKE ON ITS RECOURSE OR THEIR BEHALFREMEDY, INCLUDING AS MAY ARISE UNDER COMMON LAW), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOF.
Appears in 1 contract
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV THIS AGREEMENT (AS MODIFIED QUALIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VSCHEDULES), NEITHER SELLER, THE SELLER NOR THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE CORPORATION, THE COMPANY OR ITS THE COMPANY’S SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTTRANSACTIONS. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO THE SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VWARRANTIES, WHETHER MADE BY THE SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERSOFFICERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL AGENTS OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, BUYER OR ITS RESPECTIVE AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANTAGENT, LEGAL COUNSEL CONSULTANT, OR OTHER REPRESENTATIVE OF THE SELLER, THE CORPORATION, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE CORPORATION, THE COMPANY AND THE COMPANY’S SUBSIDIARIES AND, IN MAKING ITS SUBSIDIARIES. IN FURTHERANCE DETERMINATION TO PROCEED WITH THE TRANSACTIONS, BUYER HAS RELIED ON THE RESULTS OF THE FOREGOING, ITS OWN INDEPENDENT INVESTIGATION AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, HEREIN. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER THE SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS EITHER MADE (NOR HAS EITHER AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE CORPORATION, THE COMPANY OR ITS SUBSIDIARIESTHE COMPANY’S SUBSIDIARIES OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. BUYER SHALL ACQUIRE THE CORPORATION, THE COMPANY AND ITS THE COMPANY’S SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE CORPORATION OR THE COMPANY OR THE COMPANY, ITS ’S SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV THIS AGREEMENT (AS MODIFIED QUALIFIED BY THE SCHEDULES). BUYER HEREBY WAIVES, ON BEHALF OF ITSELF AND ITS AFFILIATES, FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST THE SELLER, THE UNITHOLDERS, THE COMPANY DISCLOSURE SCHEDULEOPTIONHOLDERS, THE EQUITYHOLDERS’ REPRESENTATIVE, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OFFICER, DIRECTOR, MANAGER, MEMBER, PARTNER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF ANY OF THE FOREGOING RELATING TO THE OPERATION OF THE CORPORATION, THE COMPANY, THE COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER ARISING UNDER OR BASED UPON ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE, LAW, ORDINANCE, RULE OR REGULATION OR OTHERWISE (INCLUDING ANY RIGHT, WHETHER ARISING AT LAW OR IN EQUITY, TO SEEK INDEMNIFICATION, CONTRIBUTION, COST RECOVERY, DAMAGES, OR ANY OTHER RECOURSE OR REMEDY, INCLUDING AS MAY ARISE UNDER COMMON LAW). FURTHERMORE, WITHOUT LIMITING THE GENERALITY OF THIS SECTION 10.1, FROM AND AFTER THE CLOSING, NO CLAIM SHALL BE BROUGHT OR MAINTAINED BY BUYER OR ANY OF ITS RESPECTIVE SUBSIDIARIES OR AFFILIATES (INCLUDING, AFTER THE CLOSING, THE SURVIVING COMPANY AND EACH OF ITS SUBSIDIARIES) AGAINST THE SELLER, THE UNITHOLDERS, THE COMPANY OPTIONHOLDERS, THE EQUITYHOLDERS’ REPRESENTATIVE, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OFFICER, DIRECTOR, MANAGER, MEMBER, PARTNER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF ANY OF THE FOREGOING, AND NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, BY VIRTUE OF OR BASED UPON (I) ANY ALLEGED MISREPRESENTATION OR INACCURACY IN OR BREACH OF ANY OF THE REPRESENTATIONS, WARRANTIES OR COVENANTS SET FORTH OR CONTAINED IN THIS AGREEMENT, ANY CERTIFICATE, INSTRUMENT, OPINION OR OTHER DOCUMENTS DELIVERED HEREUNDER OR THE SUBJECT MATTER OF THIS AGREEMENT, OR (II) THE BUSINESS, THE OWNERSHIP, OPERATION, MANAGEMENT, USE OR CONTROL OF THE BUSINESS OF THE CORPORATION, THE COMPANY OR THE COMPANY’S SUBSIDIARIES, ANY OF THEIR ASSETS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY ACTIONS OR OMISSIONS AT OR PRIOR TO THE -80- CLOSING DATE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVERS AND RESTRICTIONS SHALL NOT APPLY WITH RESPECT TO MATTERS THAT CANNOT BE WAIVED IN ACCORDANCE WITH LAW. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 10.1 SHALL BE CONSTRUED TO LIMIT THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING ARTICLE V AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOFVI (AS QUALIFIED BY THE SCHEDULES).
Appears in 1 contract
Samples: Transaction Agreement (Vantiv, Inc.)
No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VVII OR ANY OTHER TRANSACTION DOCUMENT, NEITHER SELLER, THE COMPANY NONE OF BLOCKER II SELLER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ACTING ON BEHALF OF BLOCKER II SELLER MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY PARTIES, EXPRESS OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTIMPLIED. BUYER SPECIFICALLY BLOCKER II SELLER ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV THAT (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULEA) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE VI NEITHER BUYER III OR ANY OTHER TRANSACTION DOCUMENT, NONE OF THP, ITS SUBSIDIARIES, NOR ANY OTHER PERSON MAKES, ACTING ON BEHALF OF THP OR HAS MADE, ITS SUBSIDIARIES MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER THE PARTIES, EXPRESS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITIONIMPLIED, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND IV, ARTICLE VVI, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKESOR ANY OTHER TRANSACTION DOCUMENT, NONE OF BLOCKER I, BLOCKER I SELLER, NOR HAS MADE, ANY OTHER PERSON ACTING ON BEHALF OF BLOCKER I OR BLOCKER I SELLER MAKES ANY REPRESENTATION OR WARRANTYWARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. (C) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE VV OR ANY OTHER TRANSACTION DOCUMENT, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER BLOCKER II NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ACTING ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY BEHALF OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT BLOCKER II MAKES ANY REPRESENTATION OR WARRANTYWARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOF.AND
Appears in 1 contract
Samples: Merger and Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
