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

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. 2.3.1 (a) Each of the parties to this Agreement is a sophisticated legal entity that has been was advised by experienced counsel and, to the extent such party it deemed necessary, other advisors in connection with this Agreement. Accordingly, each of the parties to this Agreement hereby acknowledges that (i) no party has relied or will rely upon any document or written or oral information previously furnished or made available to or discovered by it or its representatives, other than this Agreement (including the Schedules hereto) or such of the foregoing as are delivered at the Closing, (ii) there are no representations or warranties by or on behalf of any party to this Agreement hereto or any of its respective Affiliates or representatives other than those expressly set forth in this Agreement, and (iii) the Transaction Documentsparties' respective rights, the Purchaser Documents obligations and remedies with respect to this Agreement and the certificates delivered at Closingevents giving rise thereto will be solely and exclusively as set forth in this Agreement and the Confidentiality Agreement. EACH OF PARENT AND PURCHASER ACKNOWLEDGES THAT, SHOULD THE CLOSING OCCUR, PURCHASER WILL ACQUIRE THE ACQUIRED ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN "AS IS" CONDITION AND ON A "WHERE IS" BASIS, EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED AND WARRANTED HEREIN. 2.3.2 Any (b) The representations and warranties made in this Agreement by Seller will be deemed for all purposes to be qualified by the disclosures made in any Schedule not specifically referred to only if the item disclosed in the Schedule not referred to specifically cross references the representation and warranty to be qualified by such item or matter disclosed or referred to the relevance of any item in any Schedule to which reference such representation and warranty 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 materialityapparent on its face. 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. 2.3.1 Each of the parties to this Agreement is a sophisticated legal entity that has been was advised by experienced counsel and, to the extent such party it 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 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 made pursuant 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 Scheduleand BUYER ACKNOWLEDGES THAT, but only insofar as the disclosure of such item or matter in any such Schedule couldSHOULD THE CLOSING OCCUR, 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 BUYER WILL ACQUIRE 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 WITHOUT ANY IMPLIED REPRESENTATIONS AND WARRANTIES WARRANTY AS TO THE CONDITION OF SUCH FIXED ASSETS, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISEPURPOSE. XXXX OF SALE KNOW ALL PEOPLE BY THESE PRESENTS THAT DuCoa L.P., a Delaware limited partnership ("DuCoa"), DCV, INC., a Delaware corporation ("DCV") and the general partner of DuCoa, and DCV GPH, INC., a Delaware corporation ("LP") and a limited partner of DuCoa (DuCoa, DCV and LP being together referred to herein as "Sellers" and being individually referred to herein as a "Seller"), for good and valuable consideration paid to Sellers by or on behalf of ABC Corp., a Delaware corporation ("Buyer"), receipt of which is hereby acknowledged, do hereby grant, bargain, sell, transfer and deliver unto Buyer, its successors and assigns, all of the Acquired Assets, as defined in Section 1.1 of the Asset Purchase Agreement, dated as of May 21, 2001, by and between Buyer and Sellers (the "Purchase Agreement"). Capitalized terms used but not defined herein have the respective meanings specified in the Purchase Agreement. TO HAVE AND TO HOLD the same unto Buyer, its successors and assigns, forever. In furtherance of the foregoing, Sellers shall any time, and from time to time from and after the date hereof, upon the request of Buyer, promptly do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, instruments, powers of attorney and assurances as may be required or reasonably requested for the better assigning, transferring, granting, conveying, assuring and confirming to Buyer or for aiding and assisting in the collection of, or the reduction to possession of, any or all of the Acquired Assets. This sale, conveyance, assignment, transfer and delivery of the Acquired Assets is made free and clear of all Liens, excluding the Permitted Liens. Each of Sellers hereby authorizes and grants its power of attorney to Buyer, and appoints Buyer and each officer or agent of Buyer, with full power of substitution, as its true and lawful attorney-in-fact to take any appropriate action in connection with any of the Acquired Assets, in the name of each or any of Sellers or in Buyer's own or any other name, it being understood that this authorization and power of attorney are coupled with an interest and are irrevocable. This instrument shall inure to the benefit of and is binding upon the respective successors and assigns of Buyer and Sellers.

Certain Limitations on Representations and Warranties. 2.3.1 (a) __Each of the parties hereby acknowledges and agrees that no party has relied or will rely upon any document or written or oral information previously furnished to this Agreement is a sophisticated legal entity that has been advised or discovered by experienced counsel andit or its representatives, including, without limitation, the Information Memorandum prepared by the Company and Schroders, as financial advisor to the extent such party deemed necessaryCompany, other advisors in connection with this Agreement. Accordingly, each of any information provided to the parties Parent or Merger Sub pursuant to this Agreement hereby acknowledges that there are no representations or warranties any presentation by or on behalf of the Shareholder Parties, the Company or Schroders in connection with the transactions contemplated herein or any party financial projection or forecast delivered to the Parent or Merger Sub with respect to the revenues or profitability which may arise from the operation of the Business after the Closing Date, other than this Agreement (including the Schedules and Exhibits hereto). With respect to any projection or forecast delivered by or on behalf of Schroders, the Company or any of the Shareholder Parties to the Parent or Merger Sub, each of the Parent and Merger Sub acknowledges that (A) there are uncertainties inherent in attempting to make such projections and forecasts, (B) it is familiar with such uncertainties, and (C) Parent is acquiring the Business as a going concern, and has prepared its respective Affiliates own financial forecasts for the Business. (b) __Except as expressly stated herein, in the Related Documents and in the Schedules hereto, neither the Company nor any of the Shareholder Parties makes any representations or representatives warranties with respect to the Business, the Company Common Stock, or the transactions contemplated hereby or the events giving rise thereto. (c) __Notwithstanding any other than those expressly set forth provision hereof, (i) the inclusion of an item in a Schedule will not be deemed an admission that such item represents a material exception or fact, event or circumstance or that such item would result in a Material Adverse Effect and (ii) the representations and warranties made in this Agreement, Agreement by the Transaction Documents, the Purchaser Documents Shareholder Parties and the certificates delivered at Closing. 2.3.2 Any item or matter disclosed or referred Company will be deemed for all purposes to in any Schedule to which reference is be qualified by the disclosures made in the Schedules, it being understood that any Section or provision of this Agreement disclosure made on a Schedule shall be deemed disclosed in to be included on any other Schedule if such disclosure could reasonably be expected to be pertinent to the representation and warranty 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 materialitySchedule relates. 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.