Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) Neither the Company nor any Subsidiary makes, or has made, any representations or warranties relating to the Company, any Subsidiary, or the business of the Company or any Subsidiary or otherwise in connection with the transactions contemplated hereby other than those expressly set forth herein which are made by the Company. Without limiting the generality of the foregoing, neither the Company nor any Subsidiary has made, nor shall be deemed to have made, any representations or warranties in the Information Memorandum relating to the businesses of the Companies and their Subsidiaries prepared by Chase Securities Inc. on behalf of the Company and supplied to the Buyer prior to the date hereof (the "Information Memorandum") or in any presentation of the businesses of the Company and the Subsidiaries in connection with the transactions contemplated hereby, and no statement contained in the Information Memorandum or made in any such presentation 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 or any memoranda or offering materials or presentations, including but not limited to the Information Memorandum, are not and shall not be deemed to be or to include representations or warranties of the Company or any Subsidiary. No Person has been authorized by the Company or any Subsidiary to make any representation or warranty relating to the Company or any Subsidiary, the business of any Company or any Subsidiary 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 or any Subsidiary.
Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) None of the Company or Seller, or their respective representatives, including, without limitation, Citi and Moelis have made any representations or warranties relating to the Company or the Subsidiaries or the business of the Company or otherwise in connection with the transactions contemplated hereby other than those expressly set forth herein in this Section 3, or Section 5.7. Without limiting the generality of the foregoing, none of the Company, Citi, Moelis, or other representatives of the Company or Seller has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business of the Company made available to Buyer by Citi or Moelis or in any presentation of the business of the Company in connection with the transactions contemplated hereby, and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise. No person has been authorized by Seller or the Company to make any representation or warranty relating to Seller, the Company, the business of the Company 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 or the Company.
Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) NONE OF THE COMPANY, ITS REPRESENTATIVES OR THE MEMBERS HAVE MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR THE BUSINESS OF THE COMPANY OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE II AND ARTICLE III
Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) Seller does not make, and has not made, any representations or warranties relating to Seller, the Business, the Assets, the Real Property, the Assumed Liabilities or otherwise in connection with the transactions contemplated hereby other than those expressly set out in this Article III (including all Schedules pertaining thereto). Without limiting the generality of the foregoing, Seller has not made, and shall not be deemed to have made, any representations or warranties in any Communications, and no statement contained in any Communications 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 or any memoranda or offering materials or presentations, including but not limited to the Communications, are not and shall not be deemed to be or to include representations or warranties of Seller. No Person has been authorized by Seller to make any representation or warranty relating to Seller, the Business, the Assets, 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 Seller. In particular, and without limiting in any way the generality of the foregoing, Buyer expressly acknowledges that no warranty is given by Seller and no representation is made by it in relation to: (i) the condition, fitness for purpose, suitability, functionality or lack of defects of the properties, plant and equipment of the Business; (ii) future matters, including future or forecast costs, revenues or profits, values, reserves or resources (whether proved, probable or inferred); or (iii) markets or supplies.
Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) Neither the Seller nor the Parent makes, or has made, any representations or warranties relating to the Real Estate Assets or otherwise in connection with the transactions contemplated hereby other than those expressly set forth herein.
Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) NONE OF THE COMPANY OR ITS REPRESENTATIVES HAVE MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR THE BUSINESS OF THE COMPANY OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE II.
Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. NEITHER STOCKHOLDERS NOR THE COMPANY GROUP HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE STOCKHOLDERS, THE COMPANY GROUP OR THE BUSINESS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE II.
Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. PARENT HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE PARENT, THE SUBSEQUENT PAYMENT SHARES, THE EARN-OUT SHARES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IV. ARTICLE V
Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) The Seller does not make, and has not made, any representations or warranties relating to the Seller, the Company or the business of the Company or otherwise in connection with the transaction contemplated hereby other than those expressly set forth herein.
Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (1) The TWTA Business is being sold on an "as is, where is" basis and, except as to the express warranties set forth in Paragraphs D, E and G of this section, without any other warranties, express or implied, in law or in fact, with respect to the Acquired Assets and the Assumed Liabilities, including warranties of merchantability and/or fitness for a particular purpose; and
