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

Acknowledgement of No Other Representations or Warranties. Blocker and Blocker GP acknowledge and agree that, (i) except for the representations and warranties contained in Article V, neither Parent, Merger Sub nor any of their respective Affiliates or Representatives makes or has made, nor is Blocker or Blocker GP relying on, and expressly disclaims any reliance on, any representation or warranty, either express or implied, concerning Parent, Merger Sub or any of their respective businesses, operations, assets, Liabilities, results of operations, condition (financial or otherwise) or prospects or the transactions contemplated by this Agreement, and (ii) Blocker and Blocker GP hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by Parent, Merger Sub or any of their respective Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Blocker by any Representative of Parent or Merger Sub) except for the representations and warranties expressly set forth in Article V. Notwithstanding anything in this Agreement to the contrary, neither Blocker nor either Blocker Partner makes any representations or warranties to Parent or Merger Sub regarding any projections or the future or probable profitability, success, business, opportunities, relationships and operations of Blocker. Subject to all of the foregoing provisions of this Section, each of Blocker, each Blocker Partner, the Company, Parent and Merger Sub retains all of its rights and remedies with respect to claims based on Fraud.

Acknowledgement of No Other Representations or Warranties. Blocker (a) The Company has conducted its own independent investigation, verification, review, and Blocker GP acknowledge analysis of the businesses, operations, results of operations, financial condition, assets, liabilities, and agree prospects of Parent and its Subsidiaries, to the extent necessary and appropriate for the Company to make a fully informed decision with respect to whether to enter into this Agreement and to consummate the Transactions. (b) The Company acknowledges and agrees that, (i) except for the representations and warranties contained in Article VV or in the certificate delivered pursuant to Section 7.3(d), (i) neither Parent, Merger Sub Sub, any of their respective Subsidiaries, nor any of their respective Affiliates or Representatives makes or has made, nor is Blocker or Blocker GP the Company relying on, and the Company expressly disclaims any reliance on, any representation or warranty, either express or implied, of any kind whatsoever, including without limitation any representation or warranty concerning (x) Parent, Merger Sub or any of their its Affiliates; (y) any of Parent’s, or any of its Affiliates’ respective businesses, operations, assets, Liabilitiesliabilities, results of operations, condition (financial or otherwise), or prospects; or (z) or prospects or the transactions contemplated by this AgreementTransactions, and (ii) Blocker except in the case of Fraud, Parent, Merger Sub, any of their respective Subsidiaries and Blocker GP each of their respective Affiliates and Representatives hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by Parent, Merger Sub or Sub, any of their respective Subsidiaries and each of their respective Affiliates or and Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Blocker the Company by any Representative of Parent, Merger Sub or any of its Subsidiaries or Affiliates). (c) Without limiting the generality of clauses (a) and (b) above, the Company acknowledges and agrees that (i) in connection with its investigation of Parent and its Subsidiaries, the Company has received from or on behalf of Parent certain projections, including projected statements of operating revenues and income from operations of Parent and its Subsidiaries and certain business plan information of Parent and its Subsidiaries, (ii) there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the Company is familiar with such uncertainties, and that the Company is taking full responsibility for making its own evaluation of the adequacy and accuracy and completeness of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), (iii) neither Parent, Merger Sub) except for the representations and warranties expressly set forth in Article V. Notwithstanding anything in this Agreement to the contrarySub nor any of their respective Subsidiaries, neither Blocker nor either Blocker Partner makes Affiliates, or Representatives make any representations or warranties whatsoever with respect to Parent or such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and the Company has not relied thereon, and (iv) except in the case of Fraud, the Company will have no claim against Parent, Merger Sub regarding or any projections or the future or probable profitability, success, business, opportunities, relationships and operations of Blocker. other Person with respect thereto. (d) Subject to all of the foregoing provisions of this Section, each of Blocker, each Blocker PartnerSection 4.25, the Company, Parent and Merger Sub Company retains all of its rights and remedies with respect to claims based on Fraud.

Acknowledgement of No Other Representations or Warranties. Blocker and Blocker GP acknowledge and agree that, (ia) except Except for the representations and warranties contained made by the Company in Article Vthis ARTICLE IV, the Disclosure Schedule, the Ancillary Agreements and in certificates required to be delivered pursuant to this Agreement (the “Contractual Representations”), neither Parent, Merger Sub the Company nor any of their respective Affiliates other person makes any express or Representatives makes or has made, nor is Blocker or Blocker GP relying on, and expressly disclaims any reliance on, any implied representation or warrantywarranty with respect to the Company, either express its Subsidiaries, or implied, concerning Parent, Merger Sub or any of their respective businesses, operations, assets, Liabilitiesliabilities, results of operations, condition conditions (financial or otherwise) or prospects or the transactions contemplated by this Agreementprospects, and (ii) Blocker and Blocker GP the Company hereby disclaims all liability and responsibility for any representationsuch other representations or warranties. In particular, warrantywithout limiting the foregoing disclaimer, neither the Company nor any other person makes or has made any representation or warranty to Parent or any of its affiliates or Representatives with respect to (i) any financial projection, forecast, statement estimate, budget or prospective information communicatedrelating to the Company, any of its Subsidiaries or furnished their respective businesses or (orally ii) any oral or in writing) by Parent, Merger Sub written information presented to Parent or any of its affiliates or representatives in the course of their respective Affiliates due diligence investigation of the Company, the negotiation of this Agreement or Representatives (including any opinionin the course of the transactions contemplated hereby, informationin each case, projection, or advice that may have been or may be provided except to Blocker by any Representative of Parent or Merger Sub) except for the representations and warranties expressly extent set forth in Article V. Notwithstanding anything the Contractual Representations. (b) The Company acknowledges and agrees that neither Parent nor XxxxxxXx nor any other person has made or is making any express or implied representation or warranty other than those contained in this Agreement to the contrary, neither Blocker nor either Blocker Partner makes any representations or warranties to Parent or Merger Sub regarding any projections or the future or probable profitability, success, business, opportunities, relationships and operations of Blocker. Subject to all of the foregoing provisions of this Section, each of Blocker, each Blocker Partner, the Company, Parent and Merger Sub retains all of its rights and remedies with respect to claims based on Fraud.ARTICLE V.

Acknowledgement of No Other Representations or Warranties. Blocker Each of the Company and Blocker GP acknowledge the Partnership acknowledges and agree agrees that, (i) except for the representations and warranties contained in Article VIV, neither none of Parent, Merger Sub nor I or Merger Sub II or any of their respective Affiliates affiliates or Representatives makes or has made, nor is Blocker or Blocker GP relying on, and expressly disclaims any reliance on, made any representation or warranty, either express or implied, concerning Parent, Merger Sub I or Merger Sub II or any of their respective businesses, operations, assets, Liabilitiesliabilities, results of operations, condition (financial or otherwise) or prospects or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law and subject to Section 8.8, except with respect to the representations and warranties contained in Article IV or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II contained herein, none of Parent, Merger Sub I or Merger Sub II or any of their respective affiliates, employees, stockholders or any other Person or their Representatives shall have any liability to the Company or the Partnership or their respective affiliates or Representatives on any basis (iiincluding in contract or tort, under federal or state securities Laws or otherwise) Blocker and Blocker GP hereby disclaims all liability and responsibility for based upon any representation, warranty, projection, forecast, statement information or information communicated, statements (or furnished (orally any omissions therefrom) provided or in writing) made available by Parent, Merger Sub or any of their respective Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Blocker by any Representative of Parent or Merger Sub) except for the representations and warranties expressly set forth in Article V. Notwithstanding anything in this Agreement to the contrary, neither Blocker nor either Blocker Partner makes any representations or warranties to Parent I or Merger Sub regarding any projections II or their respective affiliates and Representatives to the Company or the future Partnership or probable profitability, success, business, opportunities, relationships their respective affiliates and operations of BlockerRepresentatives in connection with the transactions contemplated hereby. Subject to all of the foregoing The provisions of this Section, each Section 3.24 do not limit the express representations of Blocker, each Blocker Partner, the Company, Parent and Merger Sub retains all of its rights and remedies with respect to claims based on FraudGuarantor contained in the Guaranty.

Acknowledgement of No Other Representations or Warranties. Blocker The Company acknowledges and Blocker GP acknowledge and agree agrees that, (i) except for the representations and warranties contained in Article V, neither Parent, Merger Sub nor any of their respective Affiliates or Representatives makes or has made, nor is Blocker or Blocker GP the Company relying on, and expressly disclaims any reliance on, any representation or warranty, either express or implied, concerning Parent, Merger Sub or any of their respective businesses, operations, assets, Liabilities, results of operations, condition (financial or otherwise) or prospects or the 88758860_15 transactions contemplated by this Agreement, and (ii) Blocker and Blocker GP the Company hereby disclaims all liability Liability and responsibility for any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by Parent, Merger Sub or any of their respective Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Blocker the Company by any Representative of Parent or Merger Sub) except for the representations and warranties expressly set forth in Article V. Notwithstanding anything in this Agreement to the contrary, neither Blocker nor either Blocker Partner makes any the Company and its Subsidiaries make no representations or warranties to Parent or Merger Sub regarding any projections or the future or probable profitability, success, business, opportunities, relationships and operations of Blockerthe Company and its Subsidiaries. Subject to all of the foregoing provisions of this Section, each of Blocker, each Blocker Partner, the Company, Parent and Merger Sub retains all of its rights and remedies with respect to claims based on Fraud.

Acknowledgement of No Other Representations or Warranties. Blocker Each of Merger Sub I and Blocker GP acknowledge Merger Sub II acknowledges and agree agrees that, (ia) except for the representations and warranties contained in Article VIV, neither Parent, Merger Sub SPAC nor any of their respective its Affiliates or Representatives makes or has made, nor is Blocker Merger Sub I or Blocker GP Merger Sub II relying on, and expressly disclaims any reliance on, any representation or warranty, either express or implied, concerning Parent, Merger Sub SPAC or any of their respective its businesses, operations, assets, Liabilitiesliabilities, results of operations, condition (financial or otherwise) or prospects or the transactions contemplated by this Agreement, and (iib) Blocker each of Merger Sub I and Blocker GP Merger Sub II hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by Parent, Merger Sub SPAC or any of their respective its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Blocker either Merger Sub I or Merger Sub II by any Representative of Parent or Merger SubSPAC) except for the representations and warranties expressly set forth in Article V. Notwithstanding anything in this Agreement to the contrary, neither Blocker nor either Blocker Partner makes any representations or warranties to Parent or Merger Sub regarding any projections or the future or probable profitability, success, business, opportunities, relationships and operations of BlockerIV. Subject to all of the foregoing provisions of this SectionSection 5.12, each of Blocker, each Blocker Partner, the Company, Parent and Merger Sub I, Merger Sub II and SPAC retains all of its rights and remedies with respect to claims based on Fraudfraud.

Acknowledgement of No Other Representations or Warranties. Blocker The Company acknowledges and Blocker GP acknowledge and agree agrees that, (i) except for the representations and warranties contained in Article V, neither Parent, Merger Sub nor any of their respective Affiliates or Representatives makes or has made, nor is Blocker or Blocker GP the Company relying on, and expressly disclaims any reliance on, any representation or warranty, either express or implied, concerning Parent, Merger Sub or any of their respective businesses, operations, assets, Liabilities, results of operations, condition (financial or otherwise) or prospects or the transactions contemplated by this Agreement, and (ii) Blocker and Blocker GP the Company hereby disclaims all liability Liability and responsibility for any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by Parent, Merger Sub or any of their respective Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Blocker the Company by any Representative of Parent or Merger Sub) except for the representations and warranties expressly set forth in Article V. Notwithstanding anything in this Agreement to the contrary, neither Blocker nor either Blocker Partner makes any the Company and its Subsidiaries make no representations or warranties to Parent or Merger Sub regarding any projections or the future or probable profitability, success, business, opportunities, relationships and operations of Blockerthe Company and its Subsidiaries. Subject to all of the foregoing provisions of this Section, each of Blocker, each Blocker Partner, the Company, Parent and Merger Sub retains all of its rights and remedies with respect to claims based on Fraud.