Common use of Certain Limitations on Representations and Warranties Clause in Contracts

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.

Appears in 2 contracts

Samples: Acquisition Agreement (Collins & Aikman Corp), Acquisition Agreement (Imperial Home Decor Group Holdings I LTD)

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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.. 12 (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.

Appears in 1 contract

Samples: Acquisition Agreement (Collins & Aikman Corp)

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 DocumentsDocuments and the Confidentiality Agreement. (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.

Appears in 1 contract

Samples: Acquisition Agreement (Collins & Aikman Floor Coverings Inc)

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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 DocumentsDocuments and the Confidentiality Agreement. (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.

Appears in 1 contract

Samples: Acquisition Agreement (Collins & Aikman Corp)

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