No Other Seller Representations or Warranties. Except for the representations and warranties made by Seller in this Article III, neither Seller nor any of its Affiliates has made any representation or warranty, expressed or implied, with respect to Seller, the Acquired Companies or their Subsidiaries, businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Seller, the Acquired Companies or their respective Subsidiaries or any other matter.
No Other Seller Representations or Warranties. Purchaser hereby acknowledges and agrees that, except for the Express Representations made by Seller, neither Seller nor any of its stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives nor any other Person on behalf of Seller makes, and that Purchaser has not relied on and will not be entitled to, and will not, rely on, any other express or implied representation or warranty with respect to Seller, the Companies or any of their respective businesses or operations or any other matter, including with respect to the accuracy or completeness of any information provided, disclosed or delivered to Purchaser or any of its Affiliates to the extent such information is not covered by an Express Representation in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby. For the avoidance of doubt, nothing in this Section 4.8 shall limit or affect Purchaser’s rights or remedies otherwise expressly provided by this Agreement or the other Transaction Documents.
No Other Seller Representations or Warranties. Except for the representations and warranties made by Parent and the Company in this Article III (as modified by the Parent Disclosure Letter) and in the certificate to be delivered pursuant to Section 6.03(c), none of Parent, the Company or any other Person acting on their behalf makes any other express or implied representation or warranty with respect to the Series A Preferred Stock, the Company Common Stock, the Parent Common Stock, Parent or any of its Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to the Investor or its Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing, and the Investor acknowledges and agrees to the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by the Company in this Article III (as modified by the Parent Disclosure Letter) and in the certificate to be delivered pursuant to Section 6.03(c), none of Parent, the Company or any other Person makes or has made any express or implied representation or warranty to the Investor or its Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Subsidiaries or their respective businesses or (b) any oral or written information presented to the Investor or its Representatives in the course of its due diligence investigation of Parent and its Subsidiaries, the negotiation of this Agreement or the course of the Transactions or any other transactions or potential transactions involving Parent, its Subsidiaries and the Investor. Nothing in this Section 3.20 or elsewhere in this Agreement shall constitute a waiver of any claim for Fraud.
No Other Seller Representations or Warranties. Except for the representations and warranties expressly set forth in Article III (as modified by the Parent Disclosure Letter) and in the certificate to be delivered pursuant to Section 6.03(c), the Investor hereby acknowledges that neither Parent nor any of its Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Series A Preferred Stock, the Parent Common Stock, Parent or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to the Investor or any of its Representatives or any information developed by the Investor or any of its Representatives, or (b) will have or be subject to any liability or indemnification obligation to the Investor resulting from the delivery, dissemination or any other distribution to the Investor or any of its Representatives, or the use by the Investor or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to the Investor or any of its Representatives, including in due diligence materials, or management presentations (formal or informal), in anticipation or contemplation of any of the Transactions and the Investor, on behalf of itself and on behalf of its respective Affiliates, expressly waives any such claim relating to the foregoing matters. Nothing in this Section 4.10 or elsewhere in this Agreement shall constitute a waiver of any claim for Fraud.
No Other Seller Representations or Warranties. (a) Except for the representations and warranties contained in this Article 3, none of Seller, any Affiliate or any other Person makes any representations or warranties, and Seller hereby disclaims any other representations or warranties, whether made by Seller or any Affiliate, or any of their officers, directors, employees, agents or representatives, with respect to the execution and delivery of this Agreement or any Collateral Agreement, the transactions contemplated hereby or the Business, notwithstanding the delivery or disclosure to Purchaser or its representatives of any documentation or other information with respect to any one or more of the foregoing.
No Other Seller Representations or Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 3 (INCLUDING THE DISCLOSURE SCHEDULE) AND SELLER'S OFFICER'S CERTIFICATE, AND THOSE MADE BY BMS AND XXXXXXXX ON THEIR OWN BEHALF IN SECTIONS 5 AND 6, RESPECTIVELY, NONE OF SELLER, ITS AFFILIATES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ON BEHALF OF SELLER OR ANY OF ITS AFFILIATES.
No Other Seller Representations or Warranties. Except for the representations and warranties set forth in this Agreement or any other Transaction Document, Purchaser hereby acknowledges and agrees that neither Seller nor any Seller Subsidiary, nor any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any other express or implied representation or warranty with respect to Seller or any Seller Subsidiary or their respective business or operations, or with respect to projections, forecasts or other forward-looking statements that may have been furnished to Purchaser. Notwithstanding the foregoing, nothing in this Section 5.6 or elsewhere in this Agreement shall (i) relieve any Person of liability for fraud or willful misconduct (ii) prevent any party from relying on the representations and warranties of the other party set forth in this Agreement or any other Transaction Document or (iii) be given effect in any claim in respect of fraud or willful misconduct. Table of Contents
No Other Seller Representations or Warranties. Except for the specific representations and warranties contained in Article II or in any Ancillary Agreement or any Restructuring Agreement: (a) Buyer hereby acknowledges and agrees that neither Seller nor any of its Subsidiaries, nor any of their respective stockholders, Affiliates or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to Seller or any of its Subsidiaries or their respective business or operations, including with respect to any information, documents, estimates, projections, forecasts, forward-looking statements, business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans) or other material provided or made available to Buyer or any other Person in certain “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of any of the transactions contemplated by this Agreement; (b) Buyer hereby acknowledges that there are uncertainties inherent in attempting to make estimates, projections, forecasts and other forward-looking statements, as well as business plans, with which Buyer is familiar, and that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such estimates, projections, forecasts and other
No Other Seller Representations or Warranties. Except for the representations and warranties expressly set forth in Article III or any other Transaction Documents, Purchaser hereby acknowledges that neither Guarantor nor any of its Subsidiaries, nor any other Person, has made or is making any other express or implied representation or warranty, at law or in equity, with respect to Guarantor or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to Purchaser or any of its Representatives or any information developed by Purchaser or any of its Representatives.
No Other Seller Representations or Warranties. Except for the representations and warranties expressly made by SELLER in Section 7, BUYER acknowledges that neither SELLER or any other person or entity makes, and that BUYER has not relied upon, any express or implied representation or warranty whatsoever.
