Common use of Disclaimer of Other Representations and Warranties; Disclosure Clause in Contracts

Disclaimer of Other Representations and Warranties; Disclosure. (a) None of the Company, the Subsidiaries or Sellers or anyone acting or purporting to act on their behalf makes or has made any representations or warranties relating to the Business, the Company, any Subsidiary or a Seller or otherwise in connection with the transactions contemplated hereby other than those expressly set out in Articles 4 and 5 hereof. Without limiting the generality of the foregoing, none of the Company, the Subsidiaries or Sellers or anyone acting or purporting to act on their behalf has made, or shall be deemed to have made, any representations or warranties in the Confidential Information Memorandum dated March 2006 (the "Information Memorandum"), in the management presentations relating to the Business prepared in consultation with the Financial Advisor and presented to the Investors in April/May 2006 or in any other presentation of the Business in connection with the transactions contemplated hereby, materials included in the on-line data room hosted by DataSite, contained in any responses to due diligence requests made by the Investors or in any other materials delivered to the Investors in connection with any other such presentation (collectively, including the Information Memorandum, the "Offering Materials and Presentations"), and no statement contained in the Offering Materials and Presentations shall be deemed a representation or warranty hereunder or otherwise. It is understood that any cost estimates, projections or other predictions, any data, any financial information (except to the extent expressly provided in Section 4.4 (Financial Statements)) or any memoranda of offering materials or presentations, including but not limited to the Offering Materials and Presentations, are not and shall not be deemed to be or to include representations or warranties of the Company, any Subsidiary or a Seller. No Person has been authorized by the Company, any Subsidiary or a Seller to make any representation or warranty relating to the Company, any Subsidiary or a Seller or otherwise in connection with the transactions contemplated hereby and, if made, such representation or warranty must not be relied upon as having been authorized by the Company, any Subsidiary or a Seller. (b) Whenever a representation or warranty made by the Sellers herein refers to the "knowledge of Sellers," "Sellers' knowledge" or a phrase of similar meaning, such knowledge shall be deemed to consist only of the actual knowledge of Freek Nijdam (after due inquiry of Xxxxxxx Xxxxxx), Xxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxx

Disclaimer of Other Representations and Warranties; Disclosure. (a) None Neither the Company nor any of the Company, the its Subsidiaries or Sellers or anyone acting or purporting to act on their behalf makes or has made any representations or warranties relating to the BusinessCompany, the Companybusinesses of the Company or any of its Subsidiaries, any Subsidiary or a Seller or otherwise in connection with the transactions contemplated hereby other than those expressly set out in Articles 4 and 5 hereofherein which are made by the Company. Without limiting the generality of the foregoing, none neither the Company nor any of the Company, the its Subsidiaries or Sellers or anyone acting or purporting to act on their behalf has made, or shall be deemed to have made, any representations or warranties in the Confidential Information Memorandum dated March 2006 (the "Information Memorandum"), in the management presentations relating to the Business prepared in consultation with the Financial Advisor and presented to the Investors in April/May 2006 or in any other presentation of the Business businesses of the Company and any of its Subsidiaries in connection with the transactions contemplated hereby, materials included in the on-line data room hosted by DataSite, contained in any responses to due diligence requests made by the Investors or in any other written materials delivered to the Investors Buyer in connection with any other such presentation (collectively, including the Information Memorandum, the "“Offering Materials and Presentations"”), and no statement contained in the Offering Materials and Presentations shall be deemed a representation or warranty hereunder or otherwise. It is understood that any cost estimates, projections or other predictions, any data, any financial information (except to the extent expressly provided in Section 4.4 (Financial Statements)) or any memoranda of offering materials or presentations, including but not limited to the Offering Materials and Presentations, are not and shall not be deemed to be or to include representations or warranties of the Company, Company or any Subsidiary or a Sellerof its Subsidiaries except as explicitly set forth in the representations and warranties herein. No Person has been authorized by the Company, Company or any Subsidiary or a Seller of its Subsidiaries to make any representation or warranty relating to the Company, Company or any Subsidiary or a Seller of its Subsidiaries or otherwise in connection with the transactions contemplated hereby and, if made, such representation or warranty must not be relied upon as having been authorized by the Company, Company or any Subsidiary or a Sellerof its Subsidiaries. (b) Whenever a representation or warranty made by the Sellers Company herein refers to the "“knowledge of Sellers," "Sellers' the Company”, “the Company’s knowledge" ” or a phrase of similar meaning, such knowledge shall be deemed to consist only of the actual knowledge knowledge, after reasonable inquiry, of Freek Nijdam (after due inquiry of Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxxx), Xxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxxx, XxxxxX.

Disclaimer of Other Representations and Warranties; Disclosure. (a) None of the CompanyThe Seller does not make, the Subsidiaries or Sellers or anyone acting or purporting to act on their behalf makes or has made not made, any representations or warranties relating to any of the Business, the Company, any Subsidiary Purchased Assets or a Seller Assumed Liabilities or otherwise in connection with the transactions contemplated hereby other than those expressly set out in Articles 4 and 5 hereofherein which are made by the Seller. Without limiting the generality of the foregoing, none of neither the Company, the Subsidiaries Seller nor Holding or Sellers or anyone acting or purporting to act on their behalf KNP BT has made, or shall be deemed to have made, any representations or warranties in the Confidential Information Memorandum dated March 2006 November 1, 1995 relating to Holding and the Seller supplied to the Buyer prior to the date hereof (the "Information Offering Memorandum"), in the management presentations relating to the Business prepared in consultation with the Financial Advisor and presented to the Investors in April/May 2006 ) or in any other presentation of the Business business of the Seller in connection with the transactions contemplated hereby, materials included in the on-line data room hosted by DataSite, contained in any responses to due diligence requests made by the Investors or in any other materials delivered to the Investors in connection with any other such presentation (collectively, including the Information Memorandum, the "Offering Materials and Presentations"), and no statement contained in the Offering Materials and Presentations Memorandum or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise. It is understood that any cost estimatesprojections, projections forecasts or other predictions, any data, any financial information (except to the extent expressly provided in Section 4.4 (Financial Statements)) or any memoranda of or offering materials or presentations, including but not limited to the Offering Materials and PresentationsMemorandum, are not and shall not be deemed to be or to include representations or warranties of KNP BT, Holding or the Company, any Subsidiary or a Seller. No Person person has been authorized by KNP BT, Holding or the Company, any Subsidiary or a Seller to make any representation or warranty relating to the Company, any Subsidiary Purchased Assets or a Seller the Assumed Liabilities or otherwise in connection with the transactions contemplated hereby and, if made, such representation or warranty must not be relied upon as having been authorized by KNP BT, Holding or the CompanySeller. IN FURTHERANCE OF THE FOREGOING, any Subsidiary or a SellerTHE PARTIES HERETO AGREE THAT, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 3 OF THIS AGREEMENT AND EXCEPT FOR THE EXISTING MANUFACTURER AND THIRD PARTY WARRANTIES ON THE PURCHASED ASSETS WHICH ARE BEING ASSIGNED TO THE BUYER, THE PURCHASED ASSETS ARE BEING SOLD, CONVEYED, TRANSFERRED AND ASSIGNED ON AN "AS IS, WHERE IS" BASIS "WITH ALL FAULTS" AND THAT, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 3 OF THIS AGREEMENT, KNP BT, HOLDING AND THE SELLER MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY NATURE, EXPRESS OR IMPLIED, CONCERNING THE PURCHASED ASSETS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (b) Whenever a representation or warranty made by the Sellers herein refers to the "knowledge of Sellers," "Sellers' knowledge" or a phrase of similar meaning, such knowledge shall be deemed to consist only of the actual knowledge of Freek Nijdam (after due inquiry of Xxxxxxx Xxxxxx), Xxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxx

Disclaimer of Other Representations and Warranties; Disclosure. (a) None of the Company, the Subsidiaries any Subsidiary or Sellers or anyone acting or purporting to act on their behalf Seller makes or has made any representations or warranties relating to the BusinessCompany, the Companybusinesses of the Company or any Subsidiary, any Subsidiary or a Seller or otherwise in connection with the transactions contemplated hereby other than those expressly set out in Articles 4 and 5 hereofherein which are made by Seller. Without limiting the generality of the foregoing, none of the CompanySeller, the Subsidiaries Company or Sellers or anyone acting or purporting to act on their behalf any Subsidiary has made, or shall be deemed to have made, any representations or warranties in the Confidential Information Better Materials Corporation Descriptive Memorandum dated March 2006 October 2002 (the "Information “Descriptive Memorandum"”), in the management presentations relating to the Business prepared in consultation with businesses of the Financial Advisor Company and the Subsidiaries presented to the Investors in April/May 2006 Purchaser on November 21, 2002 or in any other presentation of the Business businesses of the Company and the Subsidiaries in connection with the transactions contemplated hereby, materials included in the on-line data room hosted by DataSite, contained in any responses to due diligence requests made by the Investors or in any other written materials delivered to the Investors Purchaser in connection with any other such presentation (collectively, including the Information Memorandum, the "“Offering Materials and Presentations"”), and no statement contained in the Offering Materials and Presentations shall be deemed a representation or warranty hereunder or otherwise. It is understood that any cost estimates, projections or other predictions, any data, any financial information (except to the extent expressly provided in Section 4.4 (Financial Statements)5.5) or any memoranda of offering materials or presentations, including but not limited to the Offering Materials and Presentations, are not and shall not be deemed to be or to include representations or warranties of Seller, the Company, Company or any Subsidiary or a SellerSubsidiary. No Person has been authorized by Seller, the Company, Company or any Subsidiary or a Seller to make any representation or warranty relating to Seller, the Company, Company or any Subsidiary or a Seller or otherwise in connection with the transactions contemplated hereby and, if made, such representation or warranty must not be relied upon as having been authorized by Seller, the CompanyCompany or any Subsidiary. Notwithstanding the foregoing, no statement contained in the Descriptive Memorandum and/or in the Offering Materials and Presentations shall be deemed to have any Subsidiary limiting effect or a Sellerotherwise affect Purchaser’s right to rely on or assert an indemnification claim with respect to the representations and warranties made by Seller hereunder. (b) Whenever a representation or warranty made by the Sellers Seller herein refers to the "“knowledge of SellersSeller," "Sellers' ” “Seller’s knowledge" ” or a phrase of similar meaning, such knowledge shall be deemed to consist only of the actual knowledge of Freek Nijdam (after due inquiry of Xxxxxxx i) any matter actually known by Xxx X. Xxxxxx), Xxxx Xxxxx, Xxxxxxxx or Xxxx Xxxxxx and (ii) any matter actually known by Xxxxxx Xxxxxx, Xxxxx XxxxxxxxXxxxxxxxxxxx, Xxxxx Xxxxxxx or Xxxxxxx Xxxxx, and/or any matter that would reasonably be expected to have been known by a Person listed in this clause (ii) had they conducted a reasonable inquiry. (c) Notwithstanding anything to the contrary contained in this Agreement or in any section of the Schedules hereto, any information disclosed in any Schedule hereto shall be deemed to be disclosed in any other Schedule where the applicability to the specific representation or warranty of the information set forth on such other Schedule is reasonably apparent. Certain information set forth in the Schedules is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by Seller in Table Of Contents this Agreement or is material, nor shall such information be deemed to establish a standard of materiality. (d) Notwithstanding any other provision of this Agreement, unless explicitly stated otherwise, for the period between the date of this Agreement and the consummation of the Pettinos Transactions, each representation and warranty herein with respect to the Subsidiaries and any other reference to the Subsidiaries shall be deemed to refer to the Subsidiaries as having received the Assigned Pettinos Assets and the Assumed Pettinos Liabilities as contemplated by the Pettinos Transactions, which shall be deemed to have been effective as of October 1, 1999. Effective upon the consummation of the Pettinos Transactions, each representation and warranty herein with respect to the Subsidiaries and any other reference to the Subsidiaries shall be deemed to refer to the Subsidiaries after giving effect to the Pettinos Transactions. For the avoidance of any doubt, after the consummation of the Pettinos Transactions, the representations and warranties of Seller with respect to the Subsidiaries shall be deemed to refer to the Subsidiaries as having recieved the Assigned Pettinos Assets and assumed the Assumed Pettinos Liabilities.