08No Outside Reliance Sample Clauses
08No Outside Reliance. (a) Purchaser acknowledges and agrees that Seller, has not made, nor is making, any representation or warranty whatsoever, express or implied (and Purchaser has not relied on any representation, warranty or statement of any kind by any member of the Seller Group), beyond those expressly given in Article III, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Business. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Disclosure Schedule or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Purchaser or any of its Affiliates, agents or representatives) or management presentations that have been or shall hereafter be provided to Purchaser or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of Seller, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing or the omission of any material information, whether express or implied, except as may be expressly set forth in Article III. Purchaser understands and agrees that any inventory, equipment, assets, properties and business of the Business are furnished “as is”, “where is” and subject to the representations and warranties contained in Article III, with all faults and without any other representation or warranty of any nature whatsoever.
(b) Seller acknowledges and agrees that Purchaser, has not made, nor is making, any representation or warranty whatsoever, express or implied, beyond those expressly given in Article IV. Without limiting the generality of the foregoing, it is understood that no representation or warranty is made as to the accuracy or completeness of any of the foregoing or the omission of any material information, whether express or implied, except as may be expressly set forth in Article IV.
08No Outside Reliance. (a) Acquiror acknowledges and agrees that neither Transferor, OB Party nor the Company, or any of their respective directors, officers, employees, members, partners, agents, representatives or Affiliates (or any of such Affiliates’ directors, officers, employees, members, partners, agents or representatives), has made, nor is making, any representation or warranty whatsoever, express or implied (and neither Acquiror nor any of its Affiliates or their respective directors, officers, employees, stockholders, partners, members, agents or representatives) has relied on any representation, warranty or statement of any kind by any member of the Transferor Group or OB Party, beyond those expressly set forth in Article III of this Agreement (as modified by the Disclosure Letter), in the certificate delivered at Closing pursuant to Section 2.04(b)(vi) of this Agreement or in any Ancillary Agreement. Without limiting the generality of the foregoing, in each case except as expressly set forth in Article III of this Agreement (as modified by the Disclosure Letter), in the certificate delivered at Closing pursuant to Section 2.04(b)(vi) of this Agreement or in any Ancillary Agreement, (i) it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Acquiror or any of its Affiliates, agents or representatives) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of Transferor, OB Party, the Company or any of their respective directors, officers, employees, partners, members, agents, representatives or Affiliates (or any of such Affiliates’ directors, officers, employees, members, partners, agents or representatives) and (ii) no representation or warranty is made as to the accuracy or completeness of any of the foregoing or the omission of any material information, whether express or implied. Acquiror understands and agrees that any inventory, equipment, assets, properties and business of the Business are furnished “as is,” “where is” and subject to the representations and warranties contained in Article III (as modified by the Disclosure Letter), and in the certificate delivered at Clo...