Common use of Acknowledgement of No Other Representations and Warranties Clause in Contracts

Acknowledgement of No Other Representations and Warranties. Except for the representations and warranties expressly set forth in ARTICLE 4, each of Parent and Merger Sub acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company, its Affiliates or Representatives or any other Person to Parent, Merger Sub, or any of their respective Representatives or Affiliates, and each of Parent and Merger Sub hereby disclaims reliance on, and acknowledges and agrees that none of Parent, Merger Sub, their respective Affiliates or any Representatives of any of the foregoing has relied on any such other representation or warranty (including as to the accuracy or completeness of any information provided by the Company), whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Sub, or any of their respective Representatives or Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing. Each of Parent and Merger Sub further acknowledges and agrees that the Company makes no representation or warranty, and that none of Parent, Merger Sub, any of their respective Affiliates or Representatives of any of the foregoing has relied on any representation or warranty, with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries, in each case, whether heretofore or hereafter delivered to or made available to Parent, Merger Sub or their respective Representatives or Affiliates.

Acknowledgement of No Other Representations and Warranties. Except Parent, Merger Sub I and Merger Sub II hereby acknowledge that, except for the representations and warranties expressly set forth in ARTICLE 4Article III, each neither the Company, the Partnership nor any of Parent and Merger Sub acknowledges and agrees that no representation or warranty of their affiliates, nor any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or other Person on behalf of the Company or the Partnership, has made or is making any other express or implied representation or warranty with respect to the Company, its Affiliates or Representatives or any other Person to Parent, Merger Sub, the Partnership or any of their respective Representatives affiliates or Affiliates, and each of Parent and Merger Sub hereby disclaims reliance on, and acknowledges and agrees that none of Parent, Merger Sub, their respective Affiliates business or any Representatives of any of the foregoing has relied on any such other representation or warranty (operations, including as to the accuracy or completeness of any information provided by the Company), whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Sub, or any of their respective Representatives or Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing. Each of Parent and Merger Sub further acknowledges and agrees that the Company makes no representation or warranty, and that none of Parent, Merger Sub, any of their respective Affiliates or Representatives of any of the foregoing has relied on any representation or warranty, with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries, in each case, whether heretofore or hereafter delivered to information provided or made available to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or Representatives. Except with respect to the representations and warranties expressly set forth in Article III or any breach of any covenant or other agreement of the Company or the Partnership contained herein, Parent, Merger Sub I and Merger Sub II hereby acknowledge that neither the Company, the Partnership, nor any of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to Parent, Merger Sub I or Merger Sub II or any of their affiliates on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination or any other distribution to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or Representatives, or the use by Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or Representatives, of any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective affiliates and Representatives, including in “data rooms,” management presentations or due diligence sessions, in expectation of the Mergers or the other transactions contemplated by this Agreement. Each of Parent, Merger Sub I, Merger Sub II and their respective affiliates and Representatives or Affiliateshave relied on the results of their own independent investigation and the representations and warranties expressly set forth in Article III.

Acknowledgement of No Other Representations and Warranties. Except for the representations and warranties expressly set forth in ARTICLE 4‎Article 5, each of as modified by the Parent and Merger Sub Disclosure Schedule, or in any certificate delivered in connection with this Agreement or in the Equity Commitment Letter or Guarantee, the Company acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Parent or Merger Sub to the Company, its Affiliates or Representatives or any other Person to Parent, Merger Sub, or any of their respective Representatives or Affiliates, and each of Parent and Merger Sub the Company hereby fully disclaims reliance on, and acknowledges and agrees that none of Parent, Merger Sub, their respective Affiliates or any Representatives of any of the foregoing has relied on any such other representation or warranty (including as to the accuracy or completeness of any information provided by the Company)warranty, whether by or on behalf of the CompanyParent or Merger Sub, and notwithstanding the delivery or disclosure to Parent or Merger Subthe Company, or any of their respective its Representatives or Affiliates, of any documentation or other information by the Company Parent, Merger Sub or any of its their respective Representatives or Affiliates with respect to any one or more of the foregoing. Each Except for the representations and warranties set forth in ‎Article 5, as modified by the Parent Disclosure Schedule, or in any certificate delivered in connection with this Agreement or in the Equity Commitment Letter or Guarantee, the Company also acknowledges and agrees that each of Parent and Merger Sub further acknowledges and agrees that the Company makes no representation or warranty, and that none of Parent, Merger Sub, any of their respective Affiliates or Representatives of any of the foregoing has relied on any representation or warranty, warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company Surviving Corporation or any of its Subsidiaries or the future business, operations or affairs of the Company Surviving Corporation or any of its Subsidiaries, in each case, whether Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Sub the Company or their respective its Representatives or Affiliates.

Acknowledgement of No Other Representations and Warranties. Except for the representations and warranties expressly set forth in ARTICLE ‎Article 4, as qualified by the Company Disclosure Schedule and SEC Documents as provided herein, or in any certificate delivered in connection with this Agreement, each of Parent and Merger Sub acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company, its Affiliates Company to Parent or Representatives or any other Person to Parent, Merger Sub, or any of their respective Representatives or Affiliates, and each of Parent and Merger Sub hereby irrevocably and forever fully disclaims reliance on, and acknowledges and agrees that none of Parent, Merger Sub, their respective Affiliates or any Representatives of any of the foregoing has relied on any such other representation or warranty (including as to the accuracy or completeness of any information provided by the Company)warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Sub, or any of their respective Representatives or Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing. Each Except for the representations and warranties set forth in ‎Article 4, as qualified by the Company Disclosure Schedule and SEC Documents as provided herein, or in any certificate delivered in connection with this Agreement, each of Parent and Merger Sub further also acknowledges and agrees that the Company makes no representation or warranty, and that none of Parent, Merger Sub, any of their respective Affiliates or Representatives of any of the foregoing has relied on any representation or warranty, warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries, in each case, whether Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Sub or their respective Representatives or Affiliates.

Acknowledgement of No Other Representations and Warranties. Except The Parent Entities, Merger Sub I and Merger Sub II hereby acknowledge that, except for the representations and warranties expressly set forth in ARTICLE 4Article III or in any certificate delivered by the Company or the Partnership to the Parent Entities, each of Parent and Merger Sub acknowledges and agrees that no representation I or warranty Merger Sub II, neither the Company, the Partnership nor any of their affiliates, nor any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or other Person on behalf of the Company or the Partnership, has made or is making any other express or implied representation or warranty with respect to the Company, its Affiliates or Representatives or any other Person to Parent, Merger Sub, the Partnership or any of their respective Representatives affiliates or Affiliates, and each of Parent and Merger Sub hereby disclaims reliance on, and acknowledges and agrees that none of Parent, Merger Sub, their respective Affiliates business or any Representatives of any of the foregoing has relied on any such other representation or warranty (operations, including as with respect to the accuracy or completeness of any information provided by or made available to the Company)Parent Entities, whether by or on behalf of the CompanyMerger Sub I, and notwithstanding the delivery or disclosure to Parent or Merger Sub, Sub II or any of their respective Representatives affiliates or Affiliates, of Representatives. Except with respect to the representations and warranties expressly set forth in Article III or in any documentation or other information certificate delivered by the Company or the Partnership to the Parent Entities, Merger Sub I or Merger Sub II or any breach of its Representatives any covenant or Affiliates with respect to any one or more other agreement of the foregoing. Each of Company or the Partnership contained herein, the Parent Entities, Merger Sub I and Merger Sub further acknowledges and agrees II hereby acknowledge that neither the Company makes no representation Company, the Partnership, nor any of their affiliates, nor any other Person on their behalf, will have or warranty, and that none of Parentbe subject to any liability or indemnification obligation to the Parent Entities, Merger SubSub I or Merger Sub II or any of their affiliates on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination or any other distribution to the Parent Entities, Merger Sub I, Merger Sub II or any of their respective Affiliates affiliates or Representatives of any of Representatives, or the foregoing has relied on any representation or warrantyuse by the Parent Entities, with respect to any projectionsMerger Sub I, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company Merger Sub II or any of its Subsidiaries their respective affiliates or the future businessRepresentatives, operations of any information, documents, projections, forecasts, estimates, predictions or affairs of the Company or any of its Subsidiaries, in each case, whether heretofore or hereafter delivered to or other material made available to Parentthe Parent Entities, Merger Sub I or Merger Sub II or their respective affiliates and Representatives, including in "data rooms," management presentations or due diligence sessions, in expectation of the Mergers or the other transactions contemplated by this Agreement. Each of the Parent Entities, Merger Sub I, Merger Sub II and their respective affiliates and Representatives or Affiliateshave relied on the results of their own independent investigation and the representations and warranties expressly set forth in Article III.