Disclaimer of Other Representations. The representations and warranties set forth in this Article IV are the only representations and warranties made by Sellers or any of their Affiliates, or relied upon by the Buyers, with respect to the Business, the Acquired Company, the Purchased Assets or the Assumed Liabilities. Except as specifically set forth in this Agreement or any other Transaction Document, (a) Sellers are selling the Purchased Assets and the GCA Equity to Buyers “as is” and “where is” and with all faults, and make no warranty, express or implied, as to any matter whatsoever relating to the Business, the Acquired Company, the Purchased Assets or the Assumed Liabilities including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by Buyers after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) no Seller, nor any of their respective Representatives or Affiliates will have or will be subject to any Liability or indemnification obligation to Buyers or any other Person resulting from the distribution to Buyers, or the respective Affiliates or Representatives of Buyers, or Buyers’ use of, any information relating to the Business, the Acquired Company, the Purchased Assets and the Assumed Liabilities, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to Buyers or their respective Representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Buyers, due diligence reviews, or in any other form in expectation of the transactions contemplated by this Agreement, including during the negotiations with respect to the transactions contemplated by this Agreement.
Disclaimer of Other Representations and Warranties) shall survive until six (6) months after the expiration of all applicable statute of limitations periods (or extensions or waivers thereof), or in the absence of such applicable statute of limitations periods, indefinitely.
Disclaimer of Other Representations. Except as expressly set forth in this Article IV and the Purchaser Disclosure Schedules, neither Purchaser nor any of its Affiliates or any of their respective officers, employees, agents or representatives makes or has made any representation or warranty, express or implied, at law or in equity and Purchaser specifically disclaims any such other representations or warranties.
Disclaimer of Other Representations. Except as expressly set forth in Sections 4.1 through 4.4, the Company makes no representation or warranty, express or implied, at law or in equity, in respect of itself or the Shares, including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. Each Investor hereby acknowledges and agrees that, except to the extent specifically set forth in Sections 4.1 through 4.4, such Investor is purchasing the Shares on an “as-is, where-is” basis.
Disclaimer of Other Representations. Except as set forth in this Article V, Buyer makes no representations or warranties, express or implied, to Sellers in connection with the transactions contemplated hereby.
Disclaimer of Other Representations. All representations or warranties made or agreements executed by Reseller pursuant to this Agreement shall be Reseller's sole responsibility.
Disclaimer of Other Representations and Warranties), shall survive the applicable statute of limitations with respect to such matters. All covenants and agreements contained herein which by their terms contemplate actions or impose obligations following the date hereof shall survive the date hereof, unless otherwise specified by their terms, and remain in full force and effect in accordance with their terms. The period of time a representation or warranty or covenant or agreement survives the Effective Date pursuant to this Section 7.1 shall be the “Survival Period” with respect to such representation or warranty or covenant or agreement. In the event notice of any claim for indemnification under this Article 7 shall have been given within the applicable Survival Period and such claim has not been finally resolved by the expiration of such Survival Period, the representations or warranties or covenants or agreements that are the subject of such claim shall survive, but only to the extent of and in the amount of the claim as made prior to the expiration of the Survival Period, until such claim is finally resolved. No Party shall be entitled to indemnification hereunder for any breach of a representation or warranty unless the notice of claim is given prior to the date on which such representation or warranty expires. Notwithstanding anything to the contrary in this Article 7, the representations and warranties of the Seller in Section 4.12 shall terminate automatically upon shipment of the Equipment to Purchaser.
Disclaimer of Other Representations. Except as set forth in this Agreement and in the Disclosure Schedule, none of the Sellers has made any representation or warranty, impliedly or otherwise, to Buyer in connection with the transactions contemplated by this Agreement.
Disclaimer of Other Representations. Except for the representations and warranties contained in this ARTICLE II, or in any certificate pursuant to this Agreement or in any Ancillary Agreement, neither Harsco nor any of its Affiliates makes any representation or warranty, express or implied, statutory or otherwise, in respect of Harsco or any of its Affiliates (including the other Sellers and the Target Entities) or any of the assets, liabilities or operations of any of the foregoing Persons or the Business, and any such other representation or warranty and liability and responsibility for such representation or warranty are expressly disclaimed. Harsco and its Affiliates make no representations or warranties regarding the probable future success or profitability of the Business, the Target Entities or the Target Assets.
Disclaimer of Other Representations. Except as expressly set forth in this ARTICLE III, in any certificate pursuant to this Agreement or in any Ancillary Agreement, neither CD&R Investor nor any of its Affiliates makes any representation or warranty, express or implied, statutory or otherwise, in respect of CD&R Investors or any of its Affiliates (including the Buyers) or any of the assets, liabilities or operations of any of the foregoing Persons, and any such other representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, CD&R Investor and Buyer acknowledge that neither Harsco nor any other Person makes any representation or warranty with respect to any projections, estimates, statements, or budgets of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business or the future business and operations of the Business.
