Common use of Disclaimer of Additional Representations or Warranties Clause in Contracts

Disclaimer of Additional Representations or Warranties. EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH SELLER AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULES), SUCH SELLER MAKES NO (AND SUCH SELLER EXPRESSLY DISCLAIMS ANY) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH SELLER, ITS SUBSIDIARIES, THE ASSUMED PLATFORM CONTRACTS, THE ASSUMED PLATFORM ASSETS, THE ASSUMED PLATFORM LIABILITIES OR ANY OTHER MATTER WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF SUCH SELLER OR ITS SUBSIDIARIES). EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH SELLER AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULES) SUCH SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO THE BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE ASSUMED PLATFORM ASSETS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH SELLER AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULES), SUCH SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL CONDITION OF THE ASSUMED PLATFORM ASSETS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH SELLER AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULES), IN NO EVENT SHALL SUCH SELLER OR ANY OFFICER, DIRECTOR, TRUST MANAGER, SHAREHOLDER, MEMBER, PARTNER, EMPLOYEE OR AGENT OF SUCH SELLER HAVE ANY LIABILITY IN ITS INDIVIDUAL CAPACITY, BEYOND ITS INTEREST IN THE ASSUMED PLATFORM ASSETS, FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ASSUMED PLATFORM ASSETS, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. THE PROVISIONS OF THIS SECTION 4.2 SHALL SURVIVE THE CLOSING.

Disclaimer of Additional Representations or Warranties. EXCEPT AS SET FORTH HEREIN AS MODIFIED BY THE DISCLOSURE SCHEDULE OR AS SET FORTH IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH SELLER AT CLOSING SELLER, (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULES), SUCH A) SELLER MAKES NO (AND SUCH SELLER EXPRESSLY DISCLAIMS ANY) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH SELLER, ITS SUBSIDIARIES, THE ASSUMED PLATFORM CONTRACTSCOMPANY PROPERTIES, THE ASSUMED PLATFORM ASSETS, THE ASSUMED PLATFORM LIABILITIES PURCHASED SHARES OR ANY OTHER MATTER WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF SUCH SELLER OR ITS SUBSIDIARIES). EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH SELLER AT CLOSING ) AND (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULESB) SUCH SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO THE BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE ASSUMED PLATFORM ASSETSCOMPANIES OR THE COMPANY PROPERTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SET FORTH HEREIN AS MODIFIED BY THE DISCLOSURE SCHEDULE OR AS SET FORTH IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH SELLER AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULES)SELLER, SUCH SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL CONDITION OF THE ASSUMED PLATFORM ASSETS COMPANY PROPERTIES OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH SELLER AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULES), IN NO EVENT SHALL SUCH SELLER OR ANY OFFICER, DIRECTOR, TRUST MANAGER, SHAREHOLDER, MEMBER, PARTNER, LIMITED PARTNER, EMPLOYEE OR AGENT OF SUCH SELLER HAVE ANY LIABILITY IN ITS INDIVIDUAL CAPACITYLIABILITY, BEYOND ITS INTEREST IN THE ASSUMED PLATFORM ASSETSCOMPANY PROPERTIES, FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ASSUMED PLATFORM ASSETSCOMPANY PROPERTIES, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. THE PROVISIONS OF THIS SECTION 4.2 SHALL SURVIVE THE CLOSING.

Disclaimer of Additional Representations or Warranties. EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH SELLER THE SELLERS OR THEIR RESPECTIVE SUBSIDIARIES AT THE CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULESSCHEDULE), SUCH SELLER MAKES THE SELLERS MAKE NO (AND SUCH SELLER THE SELLERS EXPRESSLY DISCLAIMS DISCLAIM ANY) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH SELLERTHE SELLERS, ITS THEIR RESPECTIVE SUBSIDIARIES, THE ASSUMED PLATFORM CONTRACTSCIR III PROPERTIES, THE ASSUMED PLATFORM ASSETS, THE ASSUMED PLATFORM LIABILITIES CIR III SHARES OR ANY OTHER MATTER WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF SUCH SELLER THE SELLERS OR ITS THEIR RESPECTIVE SUBSIDIARIES). EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH SELLER THE SELLERS OR THEIR RESPECTIVE SUBSIDIARIES AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULES) SUCH SELLER MAKES ), THE SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES TO THE BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF CIR III OR THE ASSUMED PLATFORM ASSETSCIR III PROPERTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH SELLER THE SELLERS OR THEIR RESPECTIVE SUBSIDIARIES AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULESSCHEDULE), SUCH SELLER HAS THE SELLERS HAVE NOT MADE AND DOES DO NOT HEREBY MAKE, AND EXPRESSLY DISCLAIMSDISCLAIM, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL CONDITION OF THE ASSUMED PLATFORM ASSETS CIR III PROPERTIES OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH THE SELLER OR A SELLING SUBSIDIARY AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULESSCHEDULE), THE BUYER AND ITS SUCCESSORS AND ASSIGNS HAVE, AND SHALL BE DEEMED TO HAVE, ASSUMED ALL RISK AND LIABILITY WITH RESPECT TO THE PRESENCE OF HAZARDOUS MATERIALS ON THE CIR III PROPERTIES, WHETHER KNOWN OR UNKNOWN, APPARENT, NON-APPARENT OR LATENT, AND WHETHER EXISTING PRIOR TO, AT, OR SUBSEQUENT TO, TRANSFER OF THE CIR III PROPERTIES. EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY THE SELLERS OR THEIR RESPECTIVE SUBSIDIARIES AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULE), THE SELLERS SHALL BE UNDER NO OBLIGATION WHATSOEVER TO THE BUYER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION OR OTHER WORK OF ANY KIND WITH RESPECT TO THE CIR III PROPERTIES. EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY THE SELLERS OR THEIR RESPECTIVE SUBSIDIARIES AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULE), IN NO EVENT SHALL SUCH SELLER OR ANY OFFICER, DIRECTOR, TRUST MANAGER, SHAREHOLDER, MEMBER, PARTNER, EMPLOYEE OR AGENT OF SUCH SELLER THE SELLERS HAVE ANY LIABILITY IN ITS INDIVIDUAL CAPACITYLIABILITY, BEYOND ITS INTEREST IN THE ASSUMED PLATFORM ASSETSCIR III PROPERTIES, FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ASSUMED PLATFORM ASSETSCIR III PROPERTIES, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. THE PROVISIONS OF THIS SECTION 4.2 SHALL SURVIVE THE CLOSING.

Disclaimer of Additional Representations or Warranties. EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH SELLER OR A SELLING SUBSIDIARY AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULESSCHEDULE), SUCH THE SELLER MAKES NO (AND SUCH THE SELLER EXPRESSLY DISCLAIMS ANY) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THE SELLER, ITS SUBSIDIARIES, THE ACQUIRED PROPERTIES, THE ASSUMED PLATFORM CONTRACTS, THE ASSUMED PLATFORM ASSETS, THE ASSUMED PLATFORM LIABILITIES OR ANY OTHER MATTER WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF SUCH THE SELLER OR ITS SUBSIDIARIES). EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH SELLER OR A SELLING SUBSIDIARY AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULES) SUCH SCHEDULE), THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO THE BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE ASSUMED PLATFORM ASSETSACQUIRED PROPERTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH THE SELLER OR A SELLING SUBSIDIARY AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULESSCHEDULE), SUCH THE SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL CONDITION OF THE ASSUMED PLATFORM ASSETS ACQUIRED PROPERTIES OR THEIR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH THE SELLER OR A SELLING SUBSIDIARY AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULESSCHEDULE),THE BUYER AND ITS SUCCESSORS AND ASSIGNS HAVE, AND SHALL BE DEEMED TO HAVE, ASSUMED ALL RISK AND LIABILITY WITH RESPECT TO THE PRESENCE OF HAZARDOUS MATERIALS ON THE ACQUIRED PROPERTIES, WHETHER KNOWN OR UNKNOWN, APPARENT, NON-APPARENT OR LATENT, AND WHETHER EXISTING PRIOR TO, AT, OR SUBSEQUENT TO, TRANSFER OF THE ACQUIRED PROPERTIES. EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SELLER OR A SELLING SUBSIDIARY AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULE), THE SELLER SHALL BE UNDER NO OBLIGATION WHATSOEVER TO THE BUYER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION OR OTHER WORK OF ANY KIND WITH RESPECT TO THE ACQUIRED PROPERTIES. EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY THE SELLER OR A SELLING SUBSIDIARY AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULE), IN NO EVENT SHALL SUCH SELLER OR ANY OFFICER, DIRECTOR, TRUST MANAGER, SHAREHOLDER, MEMBER, PARTNER, EMPLOYEE OR AGENT OF SUCH THE SELLER HAVE ANY LIABILITY IN ITS INDIVIDUAL CAPACITYLIABILITY, BEYOND ITS INTEREST IN THE ASSUMED PLATFORM ASSETSPROPERTY, FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ASSUMED PLATFORM ASSETSACQUIRED PROPERTIES, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. THE PROVISIONS OF THIS SECTION 4.2 SHALL SURVIVE THE CLOSING.

Disclaimer of Additional Representations or Warranties. EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH SELLER OR A SELLING SUBSIDIARY AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULESSCHEDULE), SUCH THE SELLER MAKES NO (AND SUCH THE SELLER EXPRESSLY DISCLAIMS ANY) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THE SELLER, ITS SUBSIDIARIES, THE ACQUIRED PROPERTIES, THE ASSUMED PLATFORM CONTRACTS, THE ASSUMED PLATFORM ASSETS, THE ASSUMED PLATFORM LIABILITIES OR ANY OTHER MATTER WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF SUCH THE SELLER OR ITS SUBSIDIARIES). EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH SELLER OR A SELLING SUBSIDIARY AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULES) SUCH SCHEDULE), THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO THE BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE ASSUMED PLATFORM ASSETSACQUIRED PROPERTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH THE SELLER OR A SELLING SUBSIDIARY AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULESSCHEDULE), SUCH THE SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL CONDITION OF THE ASSUMED PLATFORM ASSETS ACQUIRED PROPERTIES OR THEIR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SUCH THE SELLER OR A SELLING SUBSIDIARY AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULESSCHEDULE), THE BUYER AND ITS SUCCESSORS AND ASSIGNS HAVE, AND SHALL BE DEEMED TO HAVE, ASSUMED ALL RISK AND LIABILITY WITH RESPECT TO THE PRESENCE OF HAZARDOUS MATERIALS ON THE ACQUIRED PROPERTIES, WHETHER KNOWN OR UNKNOWN, APPARENT, NON-APPARENT OR LATENT, AND WHETHER EXISTING PRIOR TO, AT, OR SUBSEQUENT TO, TRANSFER OF THE ACQUIRED PROPERTIES. EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY SELLER OR A SELLING SUBSIDIARY AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULE), THE SELLER SHALL BE UNDER NO OBLIGATION WHATSOEVER TO THE BUYER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION OR OTHER WORK OF ANY KIND WITH RESPECT TO THE ACQUIRED PROPERTIES. EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT DELIVERED BY THE SELLER OR A SELLING SUBSIDIARY AT CLOSING (ALL AS MODIFIED BY THE DISCLOSURE SCHEDULE), IN NO EVENT SHALL SUCH SELLER OR ANY OFFICER, DIRECTOR, TRUST MANAGER, SHAREHOLDER, MEMBER, PARTNER, EMPLOYEE OR AGENT OF SUCH THE SELLER HAVE ANY LIABILITY IN ITS INDIVIDUAL CAPACITYLIABILITY, BEYOND ITS INTEREST IN THE ASSUMED PLATFORM ASSETSPROPERTY, FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ASSUMED PLATFORM ASSETSACQUIRED PROPERTIES, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. THE PROVISIONS OF THIS SECTION 4.2 SHALL SURVIVE THE CLOSING.