Acknowledgement of No Other Representations or Warranties. The CWI 2 Entities acknowledge and agree that, (i) except for the representations and warranties contained in Article V or Article VI or any certificate or schedule delivered in connection with the Closing pursuant hereto, as applicable, no WPC Entity, Watermark Entity, or any of their respective Affiliates or representatives, makes or has made, nor is any CWI 2 Entity relying on, and expressly disclaims any reliance on, any representation or warranty, either express or implied, concerning the WPC Entities or the Watermark Entities or any of their respective businesses, operations, assets, liabilities, results of operations, conditions (financial or otherwise) or prospects or the transactions contemplated by this Agreement, and (ii) the WPC Entities and Watermark Entities and their respective Affiliates and each of their respective representatives hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by the WPC Entities or Watermark Entities or any of their respective Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the CWI 2 Entities by any representative of a WPC Entity or Watermark Entity or of their respective Affiliates) except for the representations and warranties expressly set forth in Article V or Article VI, as applicable, or any certificate or schedule delivered by or on behalf of any such Person in connection with the Closing pursuant hereto.
Appears in 3 contracts
Samples: Assignment and Assumption Agreement (Carey Watermark Investors 2 Inc), Internalization Agreement (W. P. Carey Inc.), Transition Services Agreement (Carey Watermark Investors Inc)
Acknowledgement of No Other Representations or Warranties. The CWI 2 WPC Entities acknowledge and agree that, (i) except for the representations and warranties contained in Article Articles III, IV or V or Article VI or any certificate or schedule delivered in connection with the Closing pursuant hereto, as applicablenone of the CWI 1 Entities, no WPC Entity, CWI 2 Entities or Watermark Entity, or Entities nor any of their respective Affiliates or representatives, representatives makes or has made, nor is any CWI 2 WPC Entity relying on, and expressly disclaims any reliance on, any representation or warranty, either express or implied, concerning the WPC Entities or any of the Watermark Entities foregoing or any of their respective businesses, operations, assets, liabilities, results of operations, conditions condition (financial or otherwise) or prospects or the transactions contemplated by this Agreement, and (ii) the WPC each of the CWI 1 Entities, CWI 2 Entities and or Watermark Entities and their respective Affiliates and each of their respective representatives hereby disclaim disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by the WPC Entities or Watermark Entities such Person or any of their respective Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the CWI 2 WPC Entities by any representative of a WPC Entity any of the foregoing or Watermark Entity or of their its respective Affiliates) except for the representations and warranties expressly set forth in Article Articles III, IV or V or Article VI, as applicable, or any certificate or schedule delivered by or on behalf of any such Person in connection with the Closing pursuant hereto.
Appears in 3 contracts
Samples: Transition Services Agreement (Carey Watermark Investors Inc), Internalization Agreement (W. P. Carey Inc.), Assignment and Assumption Agreement (Carey Watermark Investors 2 Inc)
Acknowledgement of No Other Representations or Warranties. The CWI 2 1 Entities acknowledge and agree that, (i) except for the representations and warranties contained in Article V or Article VI or any certificate or schedule delivered in connection with the Closing pursuant hereto, as applicable, no WPC Entity, Watermark Entity, or any of their respective Affiliates or representatives, makes or has made, nor is any CWI 2 1 Entity relying on, and expressly disclaims any reliance on, any representation or warranty, either express or implied, concerning the WPC Entities or the Watermark Entities or any of their respective businesses, operations, assets, liabilities, results of operations, conditions (financial or otherwise) or prospects or the transactions contemplated by this Agreement, and (ii) the WPC Entities and Watermark Entities and their respective Affiliates and each of their respective representatives hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by the WPC Entities or Watermark Entities or any of their respective Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the CWI 2 1 Entities by any representative of a WPC Entity or Watermark Entity or of their respective Affiliates) except for the representations and warranties expressly set forth in Article V or Article VI, as applicable, or any certificate or schedule delivered by or on behalf of any such Person in connection with the Closing pursuant hereto.
Appears in 3 contracts
Samples: Assignment and Assumption Agreement (Carey Watermark Investors 2 Inc), Internalization Agreement (W. P. Carey Inc.), Transition Services Agreement (Carey Watermark Investors Inc)
Acknowledgement of No Other Representations or Warranties. The CWI 2 Watermark Entities acknowledge and agree that, (i) except for the representations and warranties contained in Article V III, Article IV or Article VI VI, as applicable, or any certificate or schedule delivered in connection with the Closing pursuant hereto, as applicablenone of the WPC Entities, no WPC EntityCWI 1 or CWI 2, Watermark Entity, or nor any of their respective Affiliates or representatives, makes or has made, nor is any CWI 2 Watermark Entity relying on, and expressly disclaims any reliance on, any representation or warranty, either express or implied, concerning the WPC Entities Entities, CWI 1 or the Watermark Entities CWI 2 or any of their respective businesses, operations, assets, liabilities, results of operations, conditions condition (financial or otherwise) or prospects or the transactions contemplated by this Agreement, and (ii) the WPC Entities Entities, CWI 1 and Watermark Entities CWI 2 and their respective Affiliates and each of their respective representatives hereby disclaim disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by the WPC Entities Entities, CWI 1 or Watermark Entities CWI 2 or any of their respective Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the CWI 2 Watermark Entities by any representative of a WPC Entity Entity, CWI 1 or Watermark Entity CWI 2 or of their respective Affiliates) except for the representations and warranties expressly set forth in Article V III, Article IV or Article VI, as applicable, or any certificate or schedule delivered by or on behalf of any such Person in connection with the Closing pursuant hereto.
Appears in 3 contracts
Samples: Internalization Agreement (W. P. Carey Inc.), Assignment and Assumption Agreement (Carey Watermark Investors 2 Inc), Transition Services Agreement (Carey Watermark Investors Inc)