Common use of Disclaimer; No Representations or Warranties Clause in Contracts

Disclaimer; No Representations or Warranties. Except as expressly set forth in this Agreement or in any of the other Transaction Documents, each Party on behalf of itself and each of its Affiliates understands and agrees that neither Party nor any of its Affiliates is making any representation or warranty of any kind whatsoever, express or implied, to the other party or any of its Affiliates or to any other Person in respect of the contemplated transactions or any information that may have been exchanged or provided pursuant to this Agreement or any other Transaction Document, and that all Fortrea Assets are being assigned and transferred, and all Fortrea Liabilities are being assumed, on an “as is,” “where is” basis. Without limiting the generality of the foregoing, (i) neither Labcorp nor any of its Affiliates has made or shall be deemed to have made any representations or warranties in any presentation or written information relating to the Fortrea Business given or to be given in connection with the contemplated transactions or in any filing made or to be made by or on behalf of Labcorp or any of its Affiliates with any Governmental Authority, and no statement made in any such presentation or written materials, made in any such filing or contained in any such other information shall be deemed a representation or warranty hereunder or otherwise, and (ii) Labcorp, on its own behalf and on behalf of the other members of the Labcorp Group, expressly disclaims any implied warranties, including warranties of fitness for a particular purpose and warranties of merchantability. Fortrea acknowledges and agrees that Fortrea specifically disclaims that it is relying upon or has relied upon any representations or warranties that have been made by Labcorp or any other Person relating to the Fortrea Business, and acknowledges and agrees that Labcorp has specifically disclaimed and does hereby specifically disclaim any representation or warranty made by Labcorp or any other person relating to the Fortrea Business.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Laboratory Corp of America Holdings), Separation and Distribution Agreement (Fortrea Holdings Inc.), Separation and Distribution Agreement (Fortrea Holdings Inc.)

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Disclaimer; No Representations or Warranties. Except as expressly set forth in this Agreement or in any of the other Transaction Documents, each Party on behalf of itself and each of its Affiliates understands and agrees that neither Party nor any of its Affiliates is making any representation or warranty of any kind whatsoever, express or implied, to the other party or any of its Affiliates or to any other Person in respect of the contemplated transactions or any information that may have been exchanged or provided pursuant to this Agreement or any other Transaction Documenttransaction document, and that all Fortrea LW Assets are being assigned and transferred, and all Fortrea LW Liabilities are being assumed, on an “as is,” “where is” basis. Without limiting the generality of the foregoing, (i) neither Labcorp ConAgra nor any of its Affiliates has made or shall be deemed to have made any representations or warranties in any presentation or written information relating to the Fortrea LW Business given or to be given in connection with the contemplated transactions or in any filing made or to be made by or on behalf of Labcorp ConAgra or any of its Affiliates with any Governmental Authority, and no statement made in any such presentation or written materials, made in any such filing or contained in any such other information shall be deemed a representation or warranty hereunder or otherwise, and (ii) LabcorpConAgra, on its own behalf and on behalf of the other members of the Labcorp ConAgra Group, expressly disclaims any implied warranties, including warranties of fitness for a particular purpose and warranties of merchantability. Fortrea SpinCo acknowledges and agrees that Fortrea SpinCo specifically disclaims that it is relying upon or has relied upon any representations or warranties that have been made by Labcorp ConAgra or any other Person relating to the Fortrea LW Business, and acknowledges and agrees that Labcorp ConAgra has specifically disclaimed and does hereby specifically disclaim any representation or warranty made by Labcorp ConAgra or any other person relating to the Fortrea LW Business.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Lamb Weston Holdings, Inc.)

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Disclaimer; No Representations or Warranties. Except as expressly set forth in this Agreement or in any of the other Transaction DocumentsDocuments or any of the Ancillary Agreements, each Party on behalf of itself and each of its Affiliates understands and agrees that neither Party nor any of its Affiliates is making any representation or warranty of any kind whatsoever, express or implied, to the other party or any of its Affiliates or to any other Person in respect of the contemplated transactions or any information that may have been exchanged or provided pursuant to this Agreement or any other Transaction DocumentDocument or any Ancillary Agreement, and that all Fortrea LW Assets are being assigned and transferred, and all Fortrea LW Liabilities are being assumed, on an “as is,” “where is” basis. Without limiting the generality of the foregoing, (i) neither Labcorp ConAgra nor any of its Affiliates has made or shall be deemed to have made any representations or warranties in any presentation or written information relating to the Fortrea LW Business given or to be given in connection with the contemplated transactions or in any filing made or to be made by or on behalf of Labcorp ConAgra or any of its Affiliates with any Governmental Authority, and no statement made in any such presentation or written materials, made in any such filing or contained in any such other information shall be deemed a representation or warranty hereunder or otherwise, and (ii) LabcorpConAgra, on its own behalf and on behalf of the other members of the Labcorp ConAgra Group, expressly disclaims any implied warranties, including warranties of fitness for a particular purpose and warranties of merchantability. Fortrea SpinCo acknowledges and agrees that Fortrea SpinCo specifically disclaims that it is relying upon or has relied upon any representations or warranties that have been made by Labcorp ConAgra or any other Person relating to the Fortrea LW Business, and acknowledges and agrees that Labcorp ConAgra has specifically disclaimed and does hereby specifically disclaim any representation or warranty made by Labcorp ConAgra or any other person relating to the Fortrea LW Business.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Lamb Weston Holdings, Inc.)

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