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

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. (b) Whenever a representation or warranty made by the Company herein refers to the knowledge of the Company, such knowledge shall be deemed to consist only of the actual knowledge on the date hereof and on the Closing Date, as applicable, of those persons listed on Schedule 4.22. (c) Notwithstanding anything to the contrary contained in this Agreement or in any of the Schedules, any information disclosed in one Schedule shall be deemed to be disclosed in all Schedules. 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 the Company in this Agreement or that it is material, nor shall such information be deemed to establish a standard of materiality.

Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) Neither None of the Company nor any Subsidiary makesor Seller, or has madetheir respective representatives, including, without limitation, Citi and Moelis have made any representations or warranties relating to the Company, any Subsidiary, Company or the Subsidiaries 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 Companyin this Section 3, or Section 5.7. Without limiting the generality of the foregoing, neither none of the Company, Citi, Moelis, or other representatives of the Company nor any Subsidiary or Seller has made, nor and shall not be deemed to have made, any representations or warranties in the Information Memorandum materials relating to the businesses of the Companies and their Subsidiaries prepared by Chase Securities Inc. on behalf business of the Company and supplied made available to the Buyer prior to the date hereof (the "Information Memorandum") by Citi or Moelis or in any presentation of the businesses business of the Company and the Subsidiaries in connection with the transactions contemplated hereby, and no statement contained in the Information Memorandum any of such materials 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 person has been authorized by Seller or the Company or any Subsidiary to make any representation or warranty relating to Seller, the Company or any SubsidiaryCompany, the business of any the 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 Seller or the Company or any SubsidiaryCompany. (b) Whenever a representation or warranty made by Seller or the Company herein in this Agreement refers to the knowledge of Seller and/or the Company, such knowledge shall be deemed to consist only of the actual knowledge on the date hereof and on the Closing Date, as applicable, of those persons listed on Schedule 4.22the senior management of Seller and the Company, after reasonable inquiry of subordinate Company Employees who would reasonably be expected to have knowledge of particular matters but otherwise neither Seller nor the Company has undertaken, nor shall Seller or the Company have any duty to undertake, any further investigation concerning any matter as to which a representation or warranty is made as to the knowledge of Seller and/or the Company. (c) Notwithstanding anything to the contrary contained in this Agreement or in any of the Schedules, any information disclosed in one Schedule shall be deemed to be disclosed in all Schedules. 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 the Company in this Agreement or that it is material, nor shall such information be deemed to establish a standard of materiality. (d) From time to time prior to the Closing, the Company and Seller shall amend or supplement the Schedules attached to this Agreement with respect to any matter that, first exists or occurs after date hereof and prior to the Closing Date, and is required to be set forth or described on such a Schedule, except that no such amendment or supplement shall reflect a matter which would represent or cause a Material Adverse Effect.

Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) Neither the Company nor any Subsidiary None of Vendors makes, or has made, any representations or warranties relating to the Stockholder Entities, the Company, any Subsidiary, or the business of the Stockholder Entities, 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 CompanyVendors. Without limiting the generality of the foregoing, neither none of the Company nor any Subsidiary Vendors has made, nor or shall be deemed to have made, any representations or warranties in the Information Memorandum relating to the businesses of the Companies Stockholder Entities, the Company and their its 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 Stockholder Entities, 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 SubsidiaryVendors. No Person has been authorized authorised by the Company or any Subsidiary Vendors to make any representation or warranty relating to the Company or any Subsidiary, the business of any Stockholder Entity, 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 authorised by the Company or any SubsidiaryVendors. (b) Whenever a representation or warranty made by the Company Vendors herein refers to the knowledge of the CompanyVendors, such knowledge shall be deemed to consist only of the actual knowledge on the date hereof and on the Closing Date, as applicable, of those persons listed on Schedule 4.229.5. (c) Notwithstanding anything to the contrary contained in this Agreement agreement or in any of the Schedules, any information disclosed in one Schedule shall be deemed to be disclosed in all Schedules. Certain information set forth in the Schedules is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreementagreement. The disclosure of any information shall not be deemed to constitute an acknowledgment acknowledgement that such information is required to be disclosed in connection with the representations and warranties made by the Company in this Agreement agreement or that it is material, nor shall such information be deemed to establish a standard of materiality.

Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) Neither the Company nor any Subsidiary makesNEITHER THE COMPANY NOR ANY OF ITS REPRESENTATIVES HAVE MADE ANY REPRESENTATIONS OR WARRANTIES, or has madeEXPRESS OR IMPLIED, any representations or warranties relating to the CompanyOF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR THE BUSINESS OF THE COMPANY OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, 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. OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IV HEREOF. (b) Without limiting the generality of the foregoing, neither none of the Company nor any Subsidiary or such representatives of the Company has made, nor and shall not be deemed to have made, any representations or warranties in the Information Memorandum materials relating to the businesses of the Companies and their Subsidiaries prepared by Chase Securities Inc. on behalf business of the Company and supplied made available to the Buyer prior to the date hereof (the "Information Memorandum") Parent or MergerCo, including due diligence materials, or in any presentation of the businesses business of the Company and the Subsidiaries in connection with the transactions contemplated hereby, and no statement contained in the Information Memorandum any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwiseotherwise or deemed to be relied upon by Parent or MergerCo in executing, delivering and performing this Agreement and the transactions contemplated hereby. 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 presentations made available by the Information Memorandum, Company and its representatives are not and shall not be deemed to be or to include representations or warranties of the Company Company, and are not and shall not be deemed to be relied upon by Parent 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 SubsidiaryMergerCo in executing, the business of any Company or any Subsidiary or otherwise in connection with delivering and performing this Agreement and 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 Subsidiaryhereby. (bc) Whenever a representation or warranty made by the Company herein refers to the knowledge of the Company, such knowledge shall be deemed to consist only of the actual knowledge on the date hereof and on the Closing Date, as applicable, of those persons listed on Schedule 4.22the senior management of the Company. (cd) Notwithstanding anything to the contrary contained in this Agreement or in any of the Schedules, any information disclosed in one Schedule shall be deemed to be disclosed in all Schedules. 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 the Company in this Agreement or that it is material, nor shall such information be deemed to establish a standard of materiality.

Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) Neither the Company nor any Subsidiary makesNONE OF THE COMPANY OR ITS REPRESENTATIVES HAVE MADE ANY REPRESENTATIONS OR WARRANTIES, or has madeEXPRESS OR IMPLIED, any representations or warranties relating to the CompanyOF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR THE BUSINESS OF THE COMPANY OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, 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. OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE II. (b) Without limiting the generality of the foregoing, neither none of the Company nor any Subsidiary or such representatives of the Company has made, nor and shall not be deemed to have made, any representations or warranties in the Information Memorandum materials relating to the businesses of the Companies and their Subsidiaries prepared by Chase Securities Inc. on behalf business of the Company and supplied made available to the Buyer prior to the date hereof (the "Information Memorandum") NaviSite or in any presentation of the businesses business of the Company and the Subsidiaries in connection with the transactions contemplated hereby, and no statement contained in the Information Memorandum any of such materials 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 made available by the Information Memorandum, Company and its representatives are not and shall not be deemed to be or to include representations or warranties of the Company or Company, provided that the foregoing shall not alter any Subsidiary. No Person has been authorized by of 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 express representations and warranties 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 Subsidiarythis Article II. (bc) Whenever a representation or warranty made by the Company herein a party hereof refers to the knowledge "knowledge" (or words of the Companysimilar import), such knowledge shall be deemed to consist only of refer to the actual knowledge on which the date hereof members of the board of directors, the executive officers and on the Closing Date, as applicable, of those other persons listed on Schedule 4.22. (c) Notwithstanding anything to the contrary contained in this Agreement or in any of the Schedules, any information disclosed in one Schedule shall be deemed to be disclosed in all Schedules2.25 making such representation and warranty possess. 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 the Company in this Agreement or that it is material, nor shall such information be deemed to establish a standard of materiality.ARTICLE III - INTENTIONALLY LEFT BLANK

Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) Neither the Company nor any Subsidiary makesSellers do not make, or has and have not made, any representations or warranties relating to Sellers, the CompanyAssets, any Subsidiarythe Real Property, 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 Companyout in this Article III (including all Schedules pertaining thereto). Without limiting the generality of the foregoing, neither the Company nor any Subsidiary has Sellers have not made, nor and shall not 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 herebyCommunications, and no statement contained in the Information Memorandum or made in any such presentation 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 Information MemorandumCommunications, are not and shall not be deemed to be or to include representations or warranties of the Company or any SubsidiarySellers. No Person has been authorized by the Company or any Subsidiary Sellers to make any representation or warranty relating to the Company or any SubsidiarySellers, the business of any Company or any Subsidiary Assets, 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 Sellers. In particular, and without limiting in any way the Company generality of the foregoing, Buyer expressly acknowledges that no warranty is given by Sellers and no representation is made by them in relation to: (i) the condition, fitness for purpose, suitability, functionality or any Subsidiarylack of defects of the properties, plant and equipment and the Assets; (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. (b) Whenever a representation or warranty made by Wherever used in this Agreement, the Company herein term “Knowledge”, when used in respect of Sellers, refers to the actual knowledge of Sellers, after due investigation of all files of Sellers and due inquiry of all relevant personnel of Sellers, in each case as they pertain to the Company, such knowledge shall be deemed to consist only of the actual knowledge on the date hereof and on the Closing Date, as applicable, of those persons listed on Schedule 4.22Assets. (c) Notwithstanding anything to the contrary contained in this Agreement or in any of the Schedules, any information disclosed in one Schedule shall be deemed to be disclosed in all Schedules, provided that the disclosure of such information on such Schedule clearly identifies the other Schedule(s) to which such disclosure relates, either by Schedule number or by sufficient information appearing on such Schedule that a reasonable person would infer, from such disclosure alone and without further investigation, the specific identity of the other Schedule(s) where such disclosure is appropriate. Notwithstanding the foregoing sentence, no breach shall be deemed to have occurred by reason of the failure of Sellers to make any such clear identification so long as Buyer is not prejudiced in any way as a result of such failure. Certain information set forth in the Schedules is may be 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 the Company Sellers in this Agreement or that it is material, nor shall such information be deemed to establish a standard of materiality.

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 or 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 authorised 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 authorised by the Company or any Subsidiary. (b) Whenever a representation or warranty made by the Company herein refers to the knowledge of the Company, such knowledge shall be deemed to consist only of the actual knowledge on the date hereof and on the Closing Date, as applicable, of those persons listed on Schedule 4.228.21. (c) Notwithstanding anything to the contrary contained in this Agreement or in any of the Schedules, any information disclosed in one Schedule shall be deemed to be disclosed in all Schedules. Certain information set forth in the Schedules is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreementagreement. The disclosure of any information shall not be deemed to constitute an acknowledgment acknowledgement that such information is required to be disclosed in connection with the representations and warranties made by the Company in this Agreement agreement or that it is material, nor shall such information be deemed to establish a standard of materiality.

Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) Neither the Company nor any Subsidiary makesSeller does not make, or and has not made, any representations or warranties relating to Seller, the CompanyBusiness, any Subsidiarythe Assets, or the business of Real Property, the Company or any Subsidiary Assumed Liabilities or otherwise in connection with the transactions contemplated hereby other than those expressly set forth herein which are made by the Companyout in this Article III (including all Schedules pertaining thereto). Without limiting the generality of the foregoing, neither the Company nor any Subsidiary Seller has not made, nor and shall not 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 herebyCommunications, and no statement contained in the Information Memorandum or made in any such presentation 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 Information MemorandumCommunications, are not and shall not be deemed to be or to include representations or warranties of the Company or any SubsidiarySeller. No Person has been authorized by the Company or any Subsidiary Seller to make any representation or warranty relating to the Company or any SubsidiarySeller, the business of any Company or any Subsidiary 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 Company 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 any Subsidiarylack 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. (b) Whenever a representation or warranty made by Wherever used in this Agreement, the Company herein term "Knowledge", when used in respect of Seller, refers to the actual knowledge of the Company, such knowledge shall be deemed to consist only management of the actual knowledge on the date hereof and on the Closing Date, as applicable, of those persons listed Seller identified on Schedule 4.223.14 attached hereto, after due investigation of all files of Seller and due inquiry of all relevant personnel of Seller, in each case as they pertain to the Business. (c) Notwithstanding anything to the contrary contained in this Agreement or in any of the Schedules, any information disclosed in one Schedule shall be deemed to be disclosed in all Schedules, provided that the disclosure of such information on such Schedule clearly identifies the other Schedule(s) to which such disclosure relates, either by Schedule number or by sufficient information appearing on such Schedule that a reasonable person would infer, from such disclosure alone and without further investigation, the specific identity of the other Schedule(s) where such disclosure is appropriate. Notwithstanding the foregoing sentence, no breach shall be deemed to have occurred by reason of the failure of Seller to make any such clear identification so long as Buyer is not prejudiced in any was as a result of such failure. Certain information set forth in the Schedules is may be 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 the Company Seller in this Agreement or that it is material, nor shall such information be deemed to establish a standard of materiality. <PAGE> -13- ARTICLE IV.

Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) Neither the Company nor any Subsidiary makesNONE OF SELLER, or has madeCOMPANY, any representations or warranties relating to the CompanySUBSIDIARIES, any SubsidiaryTHEIR RESPECTIVE DIRECTORS, 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. OFFICERS, EMPLOYEES, REPRESENTATIVES OR STOCKHOLDERS OR THE SELLER REPRESENTATIVE HAVE MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO SELLER, COMPANY, SUBSIDIARIES OR THE BUSINESS OF COMPANY GROUP OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 4. (b) Without limiting the generality of the foregoing, neither none of Seller, Company Group, the Company nor any Subsidiary directors, officers, employees, representatives or stockholders of Seller, Company, Subsidiaries or the Seller Representative has made, nor and shall not be deemed to have made, any representations or warranties in the Information Memorandum materials relating to the businesses of the Companies Business or Company Group made available to Buyer 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") its agents or representatives or in any presentation of the businesses of the Business or Company and the Subsidiaries Group in connection with the transactions contemplated hereby, and no statement contained in the Information Memorandum any of such materials 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 made available to the Information Memorandum, Buyer and its agents or representatives 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 SubsidiaryCompany. (bc) Whenever a representation or warranty made by the Company Seller herein refers to the knowledge of the CompanySeller, such knowledge shall be deemed to consist only of the actual knowledge on of Xxxxxx Xxxxx, Xxxxx Xxxxxx and Xxx Xxxx after reasonable inquiry in the date hereof exercise of their official duties in the ordinary course, except that with respect to Xxxxx Xxxxxx and on Xxx Xxxx, such individual’s actual knowledge after due inquiry shall be limited to matters within the Closing Date, as applicable, scope of those persons listed on Schedule 4.22their management responsibilities. (cd) Notwithstanding anything to the contrary contained in this Agreement or in any of the Schedules, any information disclosed in one Schedule shall be deemed to be disclosed in all Schedules. 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 the Company in this Agreement or that it such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, the Company. (e) To Seller’s knowledge, the representations and warranties made by Seller in this Agreement, as modified by the Schedules and any exhibit or schedule to this Agreement, when all such documents are read together in their entirety, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) Neither the Company nor any Subsidiary makesThe Seller does not make, or has not made, any representations or warranties relating to the CompanySeller, any the Subsidiary, or the business businesses of the Company Seller or any the Subsidiary or otherwise in connection with the transactions contemplated hereby other than those expressly set forth herein which are made by the CompanySeller. Without limiting the generality of the foregoing, neither the Company nor any Subsidiary Seller has not made, nor or shall not be deemed to have made, any representations or warranties in the Confidential Information Memorandum dated September 2001, relating to the businesses of the Companies Seller and their Subsidiaries prepared by Chase Securities Inc. on behalf of the Company and Subsidiary supplied to the Buyer prior to the date hereof (the "Confidential Information Memorandum") or in any presentation of the businesses of the Company Seller and the Subsidiaries Subsidiary in connection with the transactions contemplated hereby, and no statement contained in the Confidential 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 Confidential Information Memorandum, are not and shall not be deemed to be or to include representations or warranties of the Company or any SubsidiarySeller. No Person has been authorized by the Company Seller or any the Subsidiary to make any representation or warranty relating to the Company Seller or any the Subsidiary, the business businesses of any Company the Seller or any the 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 Subsidiaryhereby. (b) Whenever a representation or warranty made by the Company Seller herein refers to the knowledge of the CompanySeller, such knowledge shall be deemed to consist only of the actual knowledge on the date hereof and on the Closing Date, as applicable, of those persons Persons listed on Schedule 4.22SCHEDULE 5.25. (c) Notwithstanding anything to the contrary contained in this Agreement or in any of the Schedules, any information disclosed in one Schedule shall be deemed to be disclosed in all SchedulesSchedules if the applicability or relevance of a disclosure on a Schedule to another Schedule is explicitly apparent on the face of such disclosure. 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 the Company Seller in this Agreement or that it is material, nor shall such information be deemed to establish a standard of materiality.

Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) Neither the Company nor any Subsidiary makesSeller does not make, or and has not made, any representations or warranties relating to Seller, the CompanyBusiness, any Subsidiarythe Assets, or the business of Real Property, the Company or any Subsidiary Assumed Liabilities or otherwise in connection with the transactions contemplated hereby other than those expressly set forth herein which are made by the Companyout in this Article III (including all Schedules pertaining thereto). Without limiting the generality of the foregoing, neither the Company nor any Subsidiary Seller has not made, nor and shall not 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 herebyCommunications, and no statement contained in the Information Memorandum or made in any such presentation 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 Information MemorandumCommunications, are not and shall not be deemed to be or to include representations or warranties of the Company or any SubsidiarySeller. No Person has been authorized by the Company or any Subsidiary Seller to make any representation or warranty relating to the Company or any SubsidiarySeller, the business of any Company or any Subsidiary 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 Company 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 any Subsidiarylack 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. (b) Whenever a representation or warranty made by Wherever used in this Agreement, the Company herein term "Knowledge", when used in respect of Seller, refers to the actual knowledge of the Company, such knowledge shall be deemed to consist only management of the actual knowledge on the date hereof and on the Closing Date, as applicable, of those persons listed Seller identified on Schedule 4.22. (c) Notwithstanding anything 3.14 attached hereto, after due investigation of all files of Seller and due inquiry of all relevant personnel of Seller, in each case as they pertain to the contrary contained in this Agreement or in any of the Schedules, any information disclosed in one Schedule shall be deemed to be disclosed in all Schedules. 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 the Company in this Agreement or that it is material, nor shall such information be deemed to establish a standard of materialityBusiness.

Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) Neither None of the Company nor any Subsidiary makesCompany, its representatives, including, without limitation, Chase Securities, Inc. ("Chase") or has made, the Stockholders have made any representations or warranties relating to the Company, any Subsidiary, Company or the Subsidiaries 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 Companyin this Section 3 or Section 4. Without limiting the generality of the foregoing, neither none of the Company, Chase, other representatives of the Company nor any Subsidiary or the Stockholders has made, nor and shall not be deemed to have made, any representations or warranties in the Information Memorandum materials relating to the businesses of the Companies and their Subsidiaries prepared by Chase Securities Inc. on behalf business of the Company and supplied made available to the Buyer prior to the date hereof (the "Information Memorandum") by Chase or in any presentation of the businesses business of the Company and the Subsidiaries in connection with the transactions contemplated hereby, and no statement contained in the Information Memorandum any of such materials 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 Memorandummaterials made available by Chase and the Company, are not and shall not be deemed to be or to include representations or warranties of the Company or any SubsidiaryCompany. No Person person has been authorized by the Stockholders or the Company or any Subsidiary to make any representation or warranty relating to the Company or any SubsidiaryStockholders, the Company, the business of any the 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 Stockholders or any Subsidiarythe Company. (b) Whenever a representation or warranty made by the Company herein refers to the knowledge of the Company, such knowledge shall be deemed to consist only of the actual knowledge on the date hereof and on the Closing Date, as applicable, of those persons listed on Schedule 4.22the senior management of the Company. The Company has not undertaken, nor shall the Company have any duty to undertake, any investigation concerning any matter as to which a representation or warranty is made as to the knowledge of the Company. (c) Notwithstanding anything to the contrary contained in this Agreement or in any of the Schedules, any information disclosed in one Schedule shall be deemed to be disclosed in all Schedules. 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 the Company in this Agreement or that it is material, nor shall such information be deemed to establish a standard of materiality.