Disclaimer of Additional and Implied Warranties. The Purchaser acknowledges that, in connection with the sale of the Purchased Shares, the Company is not making any representations or warranties, written or oral or express or implied, of any nature whatsoever except as specifically set forth in ARTICLE II, and no other statements, documents or communications (including any projections or forecasts relating to the business of the Company and Bank) that may be made or provided, or have been made or provided, may be relied upon by the Purchaser, and no such statement, document or communication shall be deemed to be a representation or warranty of the Company for any purpose.
Disclaimer of Additional and Implied Warranties. The Seller is making no representations or warranties, express or implied, of any nature whatsoever except as specifically set forth in Article III and this Article IV of this Agreement.
Disclaimer of Additional and Implied Warranties. The Purchaser is making no representations or warranties, express or implied, of any nature whatsoever except as specifically set forth in Article III of this Agreement.
Disclaimer of Additional and Implied Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III AND ARTICLE IV (AS MODIFIED BY THE SCHEDULES) AND THE SELLERS’ CLOSING CERTIFICATE AND THE COMPANY’S CLOSING CERTIFICATE, (A) EACH SELLER DISCLAIMS, ON BEHALF OF ITSELF AND ITS AFFILIATES (INCLUDING THE COMPANY AND THE OTHER SELLER RELEASED PARTIES), ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ANY SELLER OR ITS AFFILIATES (INCLUDING THE COMPANY), ANY OTHER SELLER RELEASED PARTY OR OTHER PERSON WITH RESPECT TO ANY SELLER, THE COMPANY, THE ACQUIRED INTERESTS, THE ASSETS, THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR ANY RELIANCE THEREON, (B) NONE OF SELLERS OR ANY OF THEIR AFFILIATES (INCLUDING THE COMPANY), ANY OTHER SELLER RELEASED PARTY OR OTHER PERSON WITH RESPECT TO ANY SELLER, HAS MADE OR IS MAKING ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO BUYER OR ANY OTHER PERSON REGARDING THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREIN, THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY, THE ASSETS OR THE ACQUIRED INTERESTS (WHETHER BEFORE OR AFTER THE CLOSING) AND (C) EACH SELLER DISCLAIMS, ON BEHALF OF ITSELF AND ITS AFFILIATES (INCLUDING THE COMPANY AND THE OTHER SELLER RELEASED PARTIES), ANY OTHER REPRESENTATIONS, WARRANTIES, FORECASTS, PROJECTIONS, STATEMENTS OR INFORMATION, WHETHER MADE BY THE SELLERS OR ANY OF THEIR AFFILIATES (INCLUDING PRIOR TO THE CLOSING, THE COMPANY), OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, FINANCIAL OR OTHER PROJECTIONS, AS WELL AS ANY OTHER INFORMATION, DOCUMENTS OR OTHER MATERIALS (INCLUDING ANY SUCH MATERIALS CONTAINED IN ANY “DATA ROOM” OR REVIEWED BY BUYER) OR MANAGEMENT PRESENTATIONS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED TO BUYER OR ANY OF ITS AFFILIATES, AGENTS OR REPRESENTATIVES ARE NOT AND WILL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF THE COMPANY OR ANY SELLER, AND NO REPRESENTATION OR WARRANTY IS MADE AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE FOREGOING EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, INCLUDING THIS SECTION 4.24, NOTHING IN THIS AGREEMENT SHALL RELIEVE ANY PERSON FOR LIABILITY FOR LOSSES RESULTING FROM FRAUD.
Disclaimer of Additional and Implied Warranties. The Company is making no representations or warranties, express or implied, of any nature whatsoever except as specifically set forth in this Article IV of this Agreement.
Disclaimer of Additional and Implied Warranties. Target Corporation is making no representations or warranties, express or implied, of any nature whatsoever except as specifically set forth in Article II of this Agreement.
Disclaimer of Additional and Implied Warranties. Each of Acquiring Corporation and Newco is making no representations or warranties, express or implied, of any nature whatsoever except as specifically set forth in Article III of this Agreement.
Disclaimer of Additional and Implied Warranties. The Sellers are making no representations or warranties whatsoever, express or implied, except as specifically set forth in this Agreement.
Disclaimer of Additional and Implied Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN AND WITHOUT LIMITING THE GENERALITY OF SECTION 5.10 OR SECTION 8.09, IT IS THE EXPRESS INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NEITHER PURCHASER NOR ANY OF ITS REPRESENTATIVES OR AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY NATURE WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL (INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE) WITH RESPECT TO PURCHASER OR ANY OF ITS ASSETS OR EQUITY INTERESTS IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE V (AS MODIFIED BY THE DISCLOSURE SCHEDULES) OR THE CERTIFICATE DELIVERED PURSUANT TO SECTION 3.02(F).
Disclaimer of Additional and Implied Warranties. Except as expressly set forth in Article III, the Purchaser makes no representation or warranty, express or implied, at law or in equity, in respect of the Purchaser or any of its assets, liabilities or operations, including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed.
