Common use of Disclaimer of Additional and Implied Warranties Clause in Contracts

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. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III AND ARTICLE Article IV (AS MODIFIED BY THE SCHEDULES) AND THE SELLERSand the Sellers’ CLOSING CERTIFICATE 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 and (Cc) 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 BUYERbuyer) OR MANAGEMENT PRESENTATIONS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED TO BUYER 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 SELLERseller, 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 Section 4.24, NOTHING IN THIS AGREEMENT SHALL RELIEVE ANY PERSON FOR LIABILITY FOR LOSSES RESULTING FROM FRAUD.

Disclaimer of Additional and Implied Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III AND ARTICLE IV (AS MODIFIED BY IV, THE SCHEDULES) AND THE SELLERS’ SELLER’S CLOSING CERTIFICATE AND THE COMPANY’S CLOSING CERTIFICATEOTHER TRANSACTION DOCUMENTS, (A) EACH SELLER DISCLAIMS, ON BEHALF OF ITSELF AND ITS AFFILIATES (INCLUDING THE COMPANY AND THE OTHER SELLER RELEASED PARTIESTARGET COMPANIES), (A) ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ANY SELLER IT OR ITS AFFILIATES (INCLUDING THE ANY TARGET COMPANY), ANY OTHER SELLER RELEASED PARTY ) OR OTHER PERSON WITH RESPECT TO ANY SELLER, THE ANY TARGET COMPANY, THE ACQUIRED TARGET COMPANY INTERESTS, THE ASSETS, THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, THEREBY OR ANY RELIANCE THEREON. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III AND ARTICLE IV, (B) NONE OF SELLERS OR THE SELLER’S CLOSING CERTIFICATE AND THE OTHER TRANSACTION DOCUMENTS, NEITHER SELLER NOR ANY OF THEIR ITS AFFILIATES (INCLUDING THE COMPANY), ANY OTHER SELLER RELEASED PARTY TARGET COMPANIES) 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 COMPANYTARGET COMPANIES, THE ASSETS OR THE ACQUIRED TARGET COMPANY 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. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III AND ARTICLE IV V (AS MODIFIED BY THE SCHEDULESFILED SEC DOCUMENTS) AND THE SELLERS’ OTHER TRANSACTION DOCUMENTS, INCLUDING THE BUYER CLOSING CERTIFICATE AND THE COMPANY’S CLOSING CERTIFICATECERTIFICATES, (A) EACH SELLER BUYER PARTY DISCLAIMS, ON BEHALF OF ITSELF AND ITS AFFILIATES (INCLUDING THE COMPANY AND THE OTHER SELLER BUYER RELEASED PARTIES), ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ANY SELLER OR SUCH BUYER PARTY, ITS AFFILIATES (INCLUDING THE COMPANY)AFFILIATES, ANY OTHER SELLER BUYER RELEASED PARTY OR OTHER PERSON WITH RESPECT TO ANY SELLERTHE BUYER PARTIES, THE COMPANY, THE ACQUIRED INTERESTS, THE ASSETSPARENT COMMON STOCK, THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, THEREBY OR ANY RELIANCE THEREON, AND (B) NONE OF SELLERS THE BUYER PARTIES OR ANY OF THEIR AFFILIATES (INCLUDING THE COMPANY)AFFILIATES, ANY OTHER SELLER BUYER RELEASED PARTY OR OTHER PERSON WITH RESPECT TO ANY SELLERTHE BUYER PARTIES, HAS MADE OR IS MAKING ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO BUYER SELLERS, THE COMPANY OR ANY OTHER PERSON REGARDING THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREIN, THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY, THE ASSETS HEREIN OR THE ACQUIRED INTERESTS PARENT COMMON STOCK (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 4.245.18, NOTHING IN THIS AGREEMENT SHALL RELIEVE ANY PERSON FOR LIABILITY FOR LOSSES RESULTING FROM FRAUD.

Disclaimer of Additional and Implied Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III AND ARTICLE IV V (AS MODIFIED BY THE SCHEDULESFiled SEC Documents) AND THE SELLERS’ CLOSING CERTIFICATE AND THE COMPANY’S CLOSING CERTIFICATEand the OTHER Transaction Documents, including the BUYER Closing Certificates, (A) EACH SELLER each BUYER Party DISCLAIMS, ON BEHALF OF ITSELF AND ITS AFFILIATES (INCLUDING THE COMPANY AND THE OTHER SELLER BUYER RELEASED PARTIES), ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ANY SELLER OR such BUYER Party, ITS AFFILIATES (INCLUDING THE COMPANY)AFFILIATES, ANY OTHER SELLER BUYER RELEASED PARTY OR OTHER PERSON WITH RESPECT TO ANY SELLERthe BUYER Parties, THE COMPANY, THE ACQUIRED INTERESTS, THE ASSETSPARENT COMMON STOCK, THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, THEREBY OR ANY RELIANCE THEREON, and (B) NONE OF SELLERS OR ANY OF THEIR AFFILIATES (INCLUDING THE COMPANY)none of the buyer Parties or their AFFILIATES, ANY OTHER SELLER buyer RELEASED PARTY OR OTHER PERSON WITH RESPECT TO ANY SELLERthe buyer Parties, HAS MADE OR IS MAKING ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO BUYER sellerS, the company OR ANY OTHER PERSON REGARDING THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREIN, THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY, THE ASSETS HEREIN OR THE ACQUIRED INTERESTS Parent Common Stock (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 4.24Section 5.18, NOTHING IN THIS AGREEMENT SHALL RELIEVE ANY PERSON FOR LIABILITY FOR LOSSES RESULTING FROM FRAUD.