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

Disclaimer of Other Representations and Warranties; Knowledge. (a) NEITHER PARENT, ITS SUBSIDIARIES, ANY AFFILIATE THEREOF, NOR ANY OF THEIR RESPECTIVE REPRESENTATIVE, HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO PARENT, ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 3. (b) Without limiting the generality of the foregoing, neither Parent, its Subsidiaries, nor any Representative has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business of Parent or its Subsidiaries made available to the Company or its Representatives, including due diligence materials, or in any presentation of the business of Parent by management of Parent or others 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 or deemed to be relied upon by the Company 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, any offering memorandum or similar materials made available by Parent and its Representatives are not and shall not be deemed to be or to include representations or warranties of Parent, and are not and shall not be deemed to be relied upon by the Company in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Disclaimer of Other Representations and Warranties; Knowledge. (a) NEITHER PARENTTHE COMPANY NOR ANY OF THE SELLER PARTIES, ITS SUBSIDIARIES, NOR ANY AFFILIATE THEREOF, NOR ANY OF THEIR RESPECTIVE REPRESENTATIVEREPRESENTATIVES, HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO PARENT, THE COMPANY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 32. (b) Without limiting the generality of the foregoing, neither Parent, its Subsidiaries, the Company nor any Representative of the Seller Parties nor any of their respective Representatives has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business of Parent or its Subsidiaries the Company made available to the Company Parent and Merger Sub (or its their respective Representatives), including due diligence materials, or in any presentation of the business of Parent the Company by management of Parent the Company or others 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 or deemed to be relied upon by the Company Parent or Merger Sub 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, any offering memorandum or similar materials made available by Parent and its the Company or any of the Seller Parties or any of their respective Representatives are not and shall not be deemed to be or to include representations or warranties of Parentthe Company or the Seller Parties, and are not and shall not be deemed to be relied upon by the Company Parent or Merger Sub in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Disclaimer of Other Representations and Warranties; Knowledge. (a) NEITHER PARENT, ITS SUBSIDIARIES, ANY AFFILIATE THEREOF, NOR ANY OF THEIR RESPECTIVE REPRESENTATIVE, THE COMPANY HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO PARENT, THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 3II. (b) Without limiting the generality of the foregoing, neither Parent, its Subsidiaries, the Company nor any Representative representative of the Company has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business of Parent or the Company and its Subsidiaries made available to the Company or its RepresentativesParent and MergerCo, including due diligence materials, or in any presentation of the business of Parent the Company and its Subsidiaries by management of Parent the Company or others in connection with the transactions contemplated hereby, and no statement contained in any of such materials or made in any such presentation or otherwise shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by the Company Parent or MergerCo in executing, delivering and performing this Agreement and the transactions contemplated hereby. It is understood that any cost estimates, projections projections, budgets or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including but not limited to, to any offering memorandum or similar materials made available by Parent the Company and its Representatives representatives, are not and shall not be deemed to be or to include representations or warranties of Parentthe Company, and are not and shall not be deemed to be relied upon by the Company Parent or MergerCo in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Disclaimer of Other Representations and Warranties; Knowledge. (a) NEITHER PARENT, ITS SUBSIDIARIES, ANY AFFILIATE THEREOF, NOR ANY OF THEIR RESPECTIVE REPRESENTATIVE, THE COMPANY HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO PARENT, ITS SUBSIDIARIES THE COMPANY OR THEIR RESPECTIVE 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 3III. (b) Without limiting the generality of the foregoing, neither Parent, its Subsidiaries, the Company nor any Representative representative of the Company has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business of Parent or its Subsidiaries the Company made available to the Company or its RepresentativesParent and Merger Sub, including due diligence materials, or in any presentation of the business of Parent the Company by management of Parent the Company or others 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 or deemed to be relied upon by the Company Parent or Merger Sub 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, to any offering memorandum or similar materials made available by Parent the Company and its Representatives representatives, are not and shall not be deemed to be or to include representations or warranties of Parentthe Company, and are not and shall not be deemed to be relied upon by the Company Parent or Merger Sub in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Disclaimer of Other Representations and Warranties; Knowledge. (a) NEITHER PARENT, ITS SUBSIDIARIES, ANY AFFILIATE THEREOF, NOR NONE OF SELLER OR ANY OF THEIR RESPECTIVE REPRESENTATIVE, ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO PARENTTHE BUSINESS, ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESS THE PURCHASED ASSETS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 3SECTION 2. (b) Without limiting the generality of the foregoing, neither Parentother than those representations and warranties set forth in this section 2, none of Seller or any of its SubsidiariesAffiliates or representatives, nor any Representative has made, and shall will not be deemed to have made, any representations or warranties in the any other materials or presentations relating to the business of Parent Purchased Assets or its Subsidiaries the Business made available to the Company Buyer or any of its RepresentativesAffiliates, including due diligence materialsmaterials and the materials made available in the virtual data room operated by Seller or its Affiliates, or in any presentation of with respect to the business of Parent by management of Parent Purchased Assets or others the Business in connection with the transactions contemplated herebyTransactions, and no statement contained in any of such materials or made in any such presentation shall will be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by the Company Buyer or any of its Affiliates in executing, delivering and performing this Agreement and the transactions contemplated herebyTransactions. 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, any offering memorandum or similar materials made available by Parent to Buyer and its Representatives Affiliates are not and shall will not be deemed to be or to include representations or warranties of ParentSeller or any of its Affiliates, and are not and shall will not be deemed to be relied upon by the Company Buyer or any of its Affiliates in executing, delivering and performing this Agreement and the transactions contemplated herebyTransactions. None of Seller's representations and warranties contained in this section 2, shall be qualified, other than as stated in this Agreement and the Schedules, by any knowledge of Buyer or its Affiliates or any materials provided by Seller or reviewed by Buyer or its Affiliates.

Disclaimer of Other Representations and Warranties; Knowledge. (a) NEITHER PARENT, ITS SUBSIDIARIESNONE OF THE COMPANY, ANY AFFILIATE THEREOF, NOR OF ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE REPRESENTATIVEITS REPRESENTATIVES, DIRECTORS, OFFICERS OR STOCKHOLDERS, HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO PARENT, THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 3.IV OR IN ARTICLE V. (b) Without limiting the generality of the foregoing, neither Parent, its Subsidiaries, the Company nor any Representative representative of the Company or any Stockholder has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business of Parent or the Company and its Subsidiaries made available to the Company or its RepresentativesParent and MergerCo, including due diligence materials, or in any presentation of the business of Parent the Company and its Subsidiaries by management of Parent the Company or others 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 or deemed to be relied upon by the Company in executing, delivering and performing this Agreement and the transactions contemplated herebyhereunder. 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, any offering memorandum or similar materials predictions made available by Parent the Company and its Representatives representatives are not and shall not be deemed to be or to include representations or warranties of Parentthe Company, and are not and shall not be deemed to be relied upon by the Company Parent or MergerCo in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Disclaimer of Other Representations and Warranties; Knowledge. (a) NEITHER PARENT, ITS SUBSIDIARIESTHE COMPANY, ANY AFFILIATE THEREOF, NOR ANY OF THEIR RESPECTIVE REPRESENTATIVEREPRESENTATIVES, HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO PARENT, THE COMPANY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 32. (b) Without limiting the generality of the foregoing, neither Parent, its Subsidiaries, the Company nor any Representative has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business of Parent or its Subsidiaries the Company made available to the Company Parent and Merger Sub (or its their respective Representatives), including due diligence materials, or in any presentation of the business of Parent the Company by management of Parent the Company or others 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 or deemed to be relied upon by the Company Parent or Merger Sub 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, any offering memorandum or similar materials made available by Parent the Company and its Representatives are not and shall not be deemed to be or to include representations or warranties of Parentthe Company, and are not and shall not be deemed to be relied upon by the Company Parent or Merger Sub in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Disclaimer of Other Representations and Warranties; Knowledge. (a) NEITHER PARENTTHE COMPANY, ITS SUBSIDIARIES, ANY AFFILIATE THEREOF, NOR ANY OF THEIR RESPECTIVE REPRESENTATIVE, HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO PARENTTHE COMPANY, ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 32. (b) Without limiting the generality of the foregoing, neither Parentthe Company, its Subsidiaries, nor any Representative has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business of Parent the Company or its Subsidiaries made available to the Company Parent, Merger Sub and LLC Sub (or its their respective Representatives), including due diligence materials, or in any presentation of the business of Parent the Company by management of Parent the Company or others 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 or deemed to be relied upon by the Company Parent or Merger Sub 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, any offering memorandum or similar materials made available by Parent the Company and its Representatives are not and shall not be deemed to be or to include representations or warranties of Parentthe Company, and are not and shall not be deemed to be relied upon by the Company Parent or Merger Sub in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Disclaimer of Other Representations and Warranties; Knowledge. (a) NEITHER PARENTThe Company has not made any representations or warranties, ITS SUBSIDIARIESexpress or implied, ANY AFFILIATE THEREOF, NOR ANY OF THEIR RESPECTIVE REPRESENTATIVE, HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO PARENT, ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 3of any nature whatsoever relating to the Company or the business of the Company or otherwise in connection with the transactions contemplated hereby. (b) Without limiting the generality of the foregoing, neither Parentother than those representations and warranties expressly set forth in this Article IV, its Subsidiaries, nor any Representative the Company has not made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business of Parent or its Subsidiaries the Company made available to the Company or its RepresentativesParent and MergerCo, including due diligence materials, or in any presentation of the business of Parent the Company by management of Parent the Company or others 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 or deemed to be relied upon by the Company 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, any offering memorandum or similar materials made available by Parent the Company and its Representatives representatives are not and shall not be deemed to be or to include representations or warranties of Parentthe Company, and are not and shall not be deemed to be relied upon by the Company Parent or MergerCo in executing, delivering and performing this Agreement and the transactions contemplated hereby. (c) 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 after reasonable inquiry within the scope of their respective business responsibilities on the date hereof and on the Closing Date, as applicable, of Xxxxx Xxxxxxxxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxx.

Disclaimer of Other Representations and Warranties; Knowledge. (a) NEITHER PARENT, ITS SUBSIDIARIESNONE OF THE COMPANY, ANY AFFILIATE THEREOFOF ITS SUBSIDIARIES OR ANY OR ITS REPRESENTATIVES, NOR ANY OF THEIR RESPECTIVE REPRESENTATIVEDIRECTORS, OFFICERS OR STOCKHOLDERS, HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO PARENT, THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR REPRESENTATIVES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 3IV, THE BACKSTOP SECURITIES AGREEMENT, THE REGISTRATION RIGHTS AGREEMENT AND EACH LETTER OF TRANSMITTAL, OPTION SURRENDER AGREEMENT AND WARRANT SURRENDER AGREEMENT AND ANY OTHER DOCUMENT OR AGREEMENT EXPRESSLY CONTEMPLATED HEREBY. (b) Without limiting the generality of the foregoing, neither Parent, its Subsidiariesthe Company, nor any Representative representative of the Company, nor any of its employees, officers, directors or stockholders, has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business of Parent or the Company and its Subsidiaries made available to the Company Parent or its RepresentativesMerger Sub, including due diligence materials, or in any presentation of the business of Parent the Company and its Subsidiaries by management of Parent the Company or others 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 or deemed to be relied upon by the Company Parent or Merger Sub 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, any offering memorandum or similar materials made available by Parent the Company and its Representatives representatives are not and shall not be deemed to be or to include representations or warranties of Parentthe Company, and are not and shall not be deemed to be relied upon by the Company Parent or Merger Sub in executing, delivering and performing this Agreement and the transactions contemplated hereby.. Parent, RehabCare East, Holdings and Merger Sub represent and warrant to the Securityholders as follows: