Certain Limitations on Representations and Warranties. (a) Each of the parties is a sophisticated legal entity that was advised by experienced counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement. Accordingly, each of the parties hereby acknowledges that (i) there are no representations or warranties by or on behalf of any party hereto or any of its respective Affiliates or representatives other than those expressly set forth in this Agreement and (ii) the parties' respective rights, obligations and remedies with respect to this Agreement and the events giving rise thereto will be solely and exclusively as set forth in the Transaction Documents.
(b) Any representation and warranty made in this Agreement by Seller will be deemed for all purposes to be qualified by the disclosures made in any Schedule specifically referred to in such representation or warranty and by the information disclosed in any other Schedule if the relevance of such information to such representation and warranty is reasonably apparent on its face. References in this Article to matters "primarily" relating to the Business are to matters which predominantly relate to the Business rather than predominantly to one of either Seller's or any Post-Closing Affiliate's other businesses or to the businesses or operations of Seller or any Post-Closing Affiliate generally.
Certain Limitations on Representations and Warranties. 2.3.1 Each of the parties to this Agreement is a sophisticated legal entity that has been advised by experienced counsel and, to the extent such party deemed necessary, other advisors in connection with this Agreement. Accordingly, each of the parties to this Agreement hereby acknowledges that there are no representations or warranties by or on behalf of any party to this Agreement or any of its respective Affiliates or representatives other than those expressly set forth in this Agreement, the Transaction Documents, the Purchaser Documents and the certificates delivered at Closing.
2.3.2 Any item or matter disclosed or referred to in any Schedule to which reference is made in any Section or provision of this Agreement shall be deemed disclosed in any other Schedule to which it may be applicable whether or not any cross reference appears in such Schedule, but only insofar as the disclosure of such item or matter in any such Schedule could, as of the time of such disclosure, reasonably be understood to constitute a disclosure for purposes of such other Schedule. Disclosure of items that may or may not be strictly required to be disclosed by this Agreement shall not be deemed to imply that such items are material, nor shall the inclusion of such items create a standard of materiality.
2.3.3 OTHER THAN THE REPRESENTATIONS CONTAINED IN THIS AGREEMENT, THE TRANSACTION DOCUMENTS AND THE CERTIFICATES DELIVERED AT CLOSING, THE FIXED ASSETS INCLUDED IN ACQUIRED ASSETS ARE BEING TRANSFERRED "AS IS" AND "WHERE IS" AND PRESTOLITE HEREBY DISCLAIMS ALL IMPLIED REPRESENTATIONS AND WARRANTIES AS TO THE CONDITION OF SUCH FIXED ASSETS, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.
Certain Limitations on Representations and Warranties. Seller is a sophisticated person that was advised by knowledgeable counsel in connection with this Agreement. Seller (i) has not relied nor will it rely upon any document or written or oral information previously furnished to or discovered by it or its representatives, other than this Agreement, and (ii) there are no representations or warranties by or on behalf of Buyer or any of its Affiliates or representatives other than those set forth in this Agreement. As used in this Agreement, the term "Affiliate" means, with respect to any person, any person in control of, controlled by, or under common control with,
Certain Limitations on Representations and Warranties. Buyer is a sophisticated person that was advised by knowledgeable counsel and other advisors in connection with this Agreement. Buyer (i) has not relied nor will it rely upon any document or written or oral information previously furnished to it or discovered by it or its representatives, other than this Agreement, and (ii) there are no representations or warranties by or on behalf of Seller or any of its Affiliates or representatives other than those expressly set forth in this Agreement.
Certain Limitations on Representations and Warranties. Seller is a sophisticated person that was advised by knowledgeable counsel and other advisors in connection with this Agreement.
(i) Seller has not relied nor will it rely upon any document or written or oral information previously furnished to or discovered by it or its representatives, other than this Agreement, including the schedules and exhibits attached hereto, (ii) there are no representations or warranties by or on behalf of Buyer hereto or any of its Affiliates or representatives other than those expressly set forth in this Agreement, including the schedules and exhibits attached hereto, and (iii) the parties' rights and obligations with respect to all of the foregoing matters will be solely as set forth in Article 9 hereof. "Affiliate" means, with respect to any person, any person in control of, controlled by, or under common control with, such person, and the term "person" means any individual, corporation, partnership, limited liability company, trust or other legal entity.
Certain Limitations on Representations and Warranties. Buyer is a sophisticated person that was advised by knowledgeable counsel and other advisors in connection with this Agreement. Buyer (i) has not relied nor will it rely upon any document or written or oral information previously furnished to or discovered by it or its representatives, other than this Agreement, including the schedules and exhibits attached hereto, (ii) there are no representations or warranties by or on behalf of Seller or any of its Affiliates or representatives other than those expressly set forth in this Agreement, including the schedules and exhibits attached hereto, and (iii) Buyer's rights and obligations with respect to all of the foregoing matters will be solely as set forth in Article 9 hereof.
Certain Limitations on Representations and Warranties. Company has reviewed the representations and warranties of Buyer contained in this ARTICLE 3 and the corresponding schedules furnished by or on behalf of Buyer pursuant to the transactions contemplated hereby and has no knowledge of any breach of any representation, warranty or covenant made by Buyer.
Certain Limitations on Representations and Warranties. Shareholder has reviewed the representations and warranties of Buyer contained in this Agreement and the corresponding schedules furnished by or on behalf of Buyer pursuant to the transactions contemplated hereby and has no knowledge any breach of any representation, warranty or covenant made by Buyer.
Certain Limitations on Representations and Warranties. Buyer has reviewed the representations and warranties of Company and Shareholder contained in this Agreement and the corresponding schedules furnished by or on behalf of Company and Shareholder pursuant to the transactions contemplated hereby and has no actual knowledge of any breach of any representation, warranty or covenant made by Company and Shareholder. For purposes of this Section 5.6 only, knowledge shall mean actual knowledge of the CFO of Buyer without any investigation obligation required thereof.
Certain Limitations on Representations and Warranties. Each party to this Agreement is a sophisticated person or legal entity that was advised by knowledgeable counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement. Accordingly, each party hereby acknowledges that there are no representations or warranties by or on behalf of any party hereto or any of its respective affiliates or representatives other than those expressly set forth in this Agreement.
