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

Disclaimer of Other Representations and Warranties. Parent, Holdings and Merger Sub each acknowledge and agree that, except for the representations and warranties expressly set forth in this Agreement (i) neither the Company nor any of its Subsidiaries or their respective directors, officers or employees makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent, Holdings and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no Person has been authorized by the Company to make any representation or warranty relating to itself or its Subsidiaries or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent, Holdings or Merger Sub as having been authorized by the Company, and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Holdings, Merger Sub or any of their Agents are not and shall not be deemed to be or to include representations or warranties, including any representations or warranties relating to the reasonableness of the assumptions underlying such estimates, projections and related information.

Disclaimer of Other Representations and Warranties. Parent, Holdings Parent and Merger Sub each acknowledge acknowledges and agree agrees that, except for the representations and warranties expressly set forth in this Agreement (i) neither the Company nor any of its the Company Subsidiaries or their respective directors, officers or employees makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent, Holdings Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no Person has been authorized by the Company to make any representation or warranty relating to itself or its any of the Company Subsidiaries or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent, Holdings Parent or Merger Sub as having been authorized by the Company, and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Holdings, Merger Sub or any of their Agents are not and shall not be deemed to be or to include representations or warranties, including any representations or warranties relating to the reasonableness of the assumptions underlying such estimates, projections and related information.

Disclaimer of Other Representations and Warranties. Parent, Holdings Each of Acquiror and Merger Sub each acknowledge acknowledges and agree agrees that, except for the representations and warranties expressly set forth in this Agreement (ia) neither the Company nor any of its Subsidiaries or their respective directors, officers or employees makes, or is not making and has made, not made any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated by this Agreement, including the Merger and Parentthe Offer, Holdings and none of Acquiror, Merger Sub are not or their respective Representatives is relying on any representation or warranty of the Company except for those expressly set forth in this Agreement, (iib) no Person has been authorized by the Company to make any representation or warranty relating to itself the Company or its Subsidiaries or its business or otherwise in connection with the Mergerbusiness, and if made, such representation or warranty must not be relied upon by Parent, Holdings Acquiror or Merger Sub as having been authorized by the Company, and (iiic) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, HoldingsAcquiror, Merger Sub or any of their Agents representatives are not and shall not be deemed to be or to include representations or warranties, including warranties unless any representations such materials or warranties relating to information are the reasonableness subject of the assumptions underlying such estimates, projections and related informationany express representation or warranty set forth in this Agreement.

Disclaimer of Other Representations and Warranties. Parent, Holdings (a) Parent and Merger Sub Subsidiary each acknowledge acknowledges and agree agrees that it and its Representatives has received access to such books and records, facilities, equipment, contracts and other assets of the Company which it and its Representatives has desired or requested to review, and that it and its Representatives has had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. (b) Parent and Merger Subsidiary each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement Agreement: (i) neither the Company nor any of its Subsidiaries or their respective directors, officers or employees Representatives makes, or has made, any representations or warranties relating to itself the Company or its business or otherwise in connection with the Merger transactions contemplated by this Agreement, and Parent, Holdings Parent and Merger Sub Subsidiary are not relying on any representation or warranty except for those expressly set forth in this Agreement, and (ii) no Person has been authorized by the Company to make any representation or warranty relating to itself or its Subsidiaries or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent, Holdings or Merger Sub as having been authorized by the Company, and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Holdings, Merger Sub Subsidiary or any of their Agents Representatives are not and shall not be deemed to be or to include representations or warranties, including warranties unless such materials or information is the subject of any representations express representation or warranties relating to the reasonableness warranty set forth in Article 4 of the assumptions underlying such estimates, projections and related informationthis Agreement.

Disclaimer of Other Representations and Warranties. Parent, Holdings Forza acknowledges and Merger Sub each acknowledge and agree agrees that, except for the representations and warranties expressly set forth in this Agreement (ia) neither the Company nor any of its Subsidiaries or their respective directors, officers or employees makes, or Merger Sub is making and neither the Company not Merger Sub has made, made any representations or warranties relating to itself or its business or otherwise in connection with the Merger transactions contemplated by this Agreement, including the Merger, and Parent, Holdings and Merger Sub are not none of Forza or its Subsidiaries respective Representatives is relying on any representation or warranty of the Company or Merger Sub except for those expressly set forth in this Agreement, (iib) no Person has been authorized by the Company or Merger Sub to make any representation or warranty relating to itself the Company, Merger Sub or its Subsidiaries or its business or otherwise in connection with the Mergertheir respective businesses, and if made, such representation or warranty must not be relied upon by Parent, Holdings or Merger Sub Forza as having been authorized by the Company, Company or Merger Sub and (iiic) any estimates, projections, forecasts, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to ParentForza, Holdings, Merger Sub its Subsidiaries or any of their Agents Representatives are not and shall not be deemed to be or to include representations or warranties, including warranties unless any representations such materials or warranties relating to information are the reasonableness subject of the assumptions underlying such estimates, projections and related informationany express representation or warranty set forth in this Agreement.

Disclaimer of Other Representations and Warranties. Parent, Holdings Parent and Merger Sub each acknowledge acknowledges and agree agrees that, except for the representations and warranties expressly set forth in this Agreement (ia) neither the Company nor any of its Subsidiaries or their respective directors, officers or employees makes, is making or has made, made any representations or warranties relating to itself or its business or otherwise in the course of Parent and Merger Sub’s due diligence investigation of the Company and its Subsidiaries or otherwise in connection with the Offer, the Merger or any other transaction contemplated by this Agreement and Parent, Holdings Parent and Merger Sub are not relying on any representation or warranty of the Company or any of its Subsidiaries except for those expressly set forth in this Agreement, (iib) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to itself the Company or its Subsidiaries or its business or otherwise in connection with the Mergerbusiness, and if made, such representation or warranty must not be relied upon by Parent, Holdings Parent or Merger Sub as having been authorized by the Company, and (iiic) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Holdings, Merger Sub or any of their Agents representatives are not and shall not be deemed to be or to include representations or warranties, including warranties unless any representations such materials or warranties relating to information are the reasonableness subject of the assumptions underlying such estimates, projections and related informationany express representation or warranty set forth in this Agreement.

Disclaimer of Other Representations and Warranties. Parent, Holdings Parent and Merger Sub each acknowledge acknowledges and agree agrees that, except for the representations and warranties expressly set forth in this Agreement (i) neither the Company nor any of its Subsidiaries or their respective directors, officers officers, employees or employees agents makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent, Holdings Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no Person has been authorized by the Company to make any representation or warranty relating to itself or its Subsidiaries or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent, Holdings Parent or Merger Sub as having been authorized by the Company, and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Holdings, Merger Sub or any of their Agents Representatives are not and shall not be deemed to be or to include representations or warranties, including any representations or warranties relating to the reasonableness of the assumptions underlying such estimates, projections and related information.

Disclaimer of Other Representations and Warranties. Parent, Holdings and Merger Sub each acknowledge and agree that, except for the representations and warranties Except as otherwise expressly set forth in this Agreement (i) neither Article V, each of Buyer and Merger Sub expressly disclaims any representations or warranties of any kind or nature, express or implied, including any representations or warranties as to the Company accuracy and completeness of any information regarding Buyer and Merger Sub, their respective businesses and affairs or the transactions contemplated hereby. Without limiting the generality of the foregoing, none of Buyer or Merger Sub or any representative of Buyer or Merger Sub, nor any of its Subsidiaries Buyer’s or their respective Merger Sub’s employees, officers, directors, officers securityholders, consultants or employees makesadvisors, or has made, and shall not be deemed to have made, any representations or warranties in the materials relating to itself the business and affairs of Buyer or Merger Sub that have been made available to the Company or its business Subsidiaries, and no statement contained in any of such materials or otherwise made in connection with the Merger and Parent, Holdings and Merger Sub are not relying on any such presentation shall be deemed a representation or warranty except for those expressly set forth in this Agreement, (ii) no Person has been authorized by the Company to make any representation or warranty relating to itself or its Subsidiaries or its business hereunder or otherwise in connection with the Merger, and if made, such representation or warranty must not deemed to be relied upon by Parent, Holdings or Merger Sub as having been authorized by the Company, and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Holdings, Merger Sub Company or any of their Agents are not its Subsidiaries in executing, delivering and shall not be deemed to be or to include representations or warranties, including any representations or warranties relating to performing this Agreement and/or the reasonableness of the assumptions underlying such estimates, projections and related informationtransactions contemplated hereby.

Disclaimer of Other Representations and Warranties. Parent, Holdings Parent and Merger Sub each acknowledge acknowledges and agree agrees that, except for the representations and warranties expressly set forth in this Agreement (i) neither the Company nor any Company Subsidiary, Company Representative or Affiliate of its Subsidiaries or their respective directors, officers or employees the Company makes, or has made, any representations representation or warranties warranty relating to itself the Company or its the Company Subsidiaries or the business of the Company and the Company Subsidiaries or otherwise in connection with the Merger Offer and Parentthe Merger, Holdings and Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no Person has been authorized by . Neither the Company nor any Company Subsidiary, Company Representative or Affiliate of the Company shall be held liable for any actual or alleged damage, liability or loss resulting from the distribution to make any representation or warranty relating to itself or its Subsidiaries or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent, Holdings or Merger Sub as having been authorized by the Companyor any Parent Representative, and (iii) or any estimatesof their respective use of or reliance upon, projectionsany estimate, predictionsprojection, prediction, data, financial information, memorandamemorandum, presentations document, presentation or any other materials or information provided or addressed made available to Parent, Holdings, Merger Sub or any of their Agents are not and shall not be deemed to be Parent Representative, whether in certain “data rooms” or to include representations management presentations or warrantiesotherwise, including any representations in connection with or warranties relating to the reasonableness in anticipation of the assumptions underlying transactions contemplated by this Agreement, unless any such estimates, projections information is expressly addressed or included in a representation or warranty contained in this Agreement. The Company acknowledges that Parent and related informationMerger Sub have entered into this Agreement in reliance on the accuracy of the representations and warranties contained herein.

Disclaimer of Other Representations and Warranties. Parent, Holdings Buyer and Merger Acquisition Sub each acknowledge acknowledges and agree agrees that, except for the representations and warranties expressly set forth in this Agreement (ia) neither the Company nor any of its Subsidiaries or their respective directors, officers or employees makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent, Holdings Buyer and Merger Acquisition Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (iib) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to itself or its Subsidiaries or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent, Holdings Buyer or Merger Acquisition Sub as having been authorized by the Companysuch party, and (iiic) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to ParentBuyer, Holdings, Merger Acquisition Sub or any of their Agents Representatives are not and shall not be deemed to be or to include representations or warranties, including warranties unless any representations such materials or warranties relating to information is the reasonableness subject of the assumptions underlying such estimates, projections and related informationany express representation or warranty set forth in ARTICLE IV of this Agreement.

Disclaimer of Other Representations and Warranties. Parent, Holdings Parent and Merger Sub Subsidiary each acknowledge acknowledges and agree agrees that, except for the representations and warranties expressly set forth in this Agreement Agreement: (ia) neither the Company nor any of its Subsidiaries or their respective directors, officers or employees makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger transactions contemplated by this Agreement, and Parent, Holdings Parent and Merger Sub Subsidiary are not relying on any representation or warranty except for those expressly set forth in this Agreement, ; (iib) no Person person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to itself or its Subsidiaries or its business or otherwise in connection with the Mergertransactions contemplated by this Agreement, and if made, such representation or warranty must shall not be relied upon by Parent, Holdings Parent or Merger Sub Subsidiary as having been authorized by the Company, and such party; and (iiic) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Holdings, Merger Sub Subsidiary or any of their Agents representatives are not and shall not be deemed to be or to include representations or warranties, including warranties unless any representations such materials or warranties relating to information is the reasonableness subject of the assumptions underlying such estimates, projections and related informationany express representation or warranty set forth in Article 5 of this Agreement.

Disclaimer of Other Representations and Warranties. Parent, Holdings Each of the Company and Merger Sub each acknowledge acknowledges and agree agrees that, except for the representations and warranties expressly set forth in this Agreement (ia) neither the Company nor any of its Subsidiaries or their respective directors, officers or employees makes, or Forza is not making and has made, not made any representations or warranties relating to itself or its business or otherwise in connection with the Merger transactions contemplated by this Agreement, including the Merger, and Parentnone of the Company, Holdings and Merger Sub are not or their respective Representatives is relying on any representation or warranty of Forza except for those expressly set forth in this Agreement, (iib) no Person has been authorized by the Company Forza to make any representation or warranty relating to itself Forza or its Subsidiaries or its business or otherwise in connection with the Mergerbusinesses, and if made, such representation or warranty must not be relied upon by Parent, Holdings the Company or Merger Sub as having been authorized by the Company, Forza and (iiic) any estimates, projections, forecasts, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Holdingsthe Company, Merger Sub or any of their Agents respective Representatives are not and shall not be deemed to be or to include representations or warranties, including warranties unless any representations such materials or warranties relating to information are the reasonableness subject of the assumptions underlying such estimates, projections and related informationany express representation or warranty set forth in this Agreement.

Disclaimer of Other Representations and Warranties. Parent, Holdings Each of Yumanity and Merger Sub each acknowledge acknowledges and agree agrees that, except for the representations and warranties expressly set forth in this Agreement (ia) neither the Company nor any of its Subsidiaries or their respective directors, officers or employees makes, or is not making and has made, not made any representations or warranties relating to itself or its business or otherwise in connection with the Merger transactions contemplated by this Agreement, including the Merger, and Parentnone of Yumanity, Holdings and Merger Sub are not or their respective Representatives is relying on any representation or warranty of the Company except for those expressly set forth in this Agreement, (iib) no Person has been authorized by the Company to make any representation or warranty relating to itself the Company or its Subsidiaries or its business or otherwise in connection with the Mergerbusiness, and if made, such representation or warranty must not be relied upon by Parent, Holdings Yumanity or Merger Sub as having been authorized by the Company, Company and (iiic) any estimates, projections, forecasts, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, HoldingsYumanity, Merger Sub or any of their Agents Representatives are not and shall not be deemed to be or to include representations or warranties, including warranties unless any representations such materials or warranties relating to information are the reasonableness subject of the assumptions underlying such estimates, projections and related informationany express representation or warranty set forth in this Agreement.

Disclaimer of Other Representations and Warranties. Parent, Holdings Parent and Merger Sub each acknowledge acknowledges and agree agrees that, except for the representations and warranties expressly set forth in this Agreement (i) neither the Company nor any of its Subsidiaries or their respective directors, officers or employees makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent, Holdings Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no Person has been authorized by the Company to make any representation or warranty relating to itself or its Subsidiaries or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent, Holdings Parent or Merger Sub as having been authorized by the Company, and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Holdings, Merger Sub or any of their Agents are not and shall not be deemed to be or to include representations or warranties, including any representations or warranties relating to the reasonableness of the assumptions underlying such estimates, projections and related information, unless any such information is expressly included in a representation or warranty contained in Section 3.01 or in the Company Disclosure Schedule.

Disclaimer of Other Representations and Warranties. Parent, Holdings Parent and Merger Sub each acknowledge acknowledges and agree agrees that, except for the representations and warranties expressly set forth in this Agreement and except in the case of fraud, (ia) neither the Company nor any of its Subsidiaries or their respective directors, officers or employees makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent, Holdings Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (iib) no Person has been authorized by the Company to make any representation or warranty relating to itself or any of its Subsidiaries or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent, Holdings Parent or Merger Sub as having been authorized by the Company, and (iiic) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Holdings, Merger Sub or any of their Agents Representatives are not and shall not be deemed to be or to include representations or warranties, including any representations or warranties relating to the reasonableness of the assumptions underlying such estimates, projections and related information, except to the extent made in this Agreement.

Disclaimer of Other Representations and Warranties. Parent, Holdings Buyer acknowledges and Merger Sub each acknowledge and agree agrees that, except for the representations and warranties expressly set forth in this Agreement (ia) neither the Company nor any each of its Subsidiaries or their respective directors, officers or employees makes, or Organovo and Merger Sub is not making and has made, not made any representations or warranties relating to itself or its business or otherwise in connection with the Merger transactions contemplated by this Agreement, including the Merger, and Parent, Holdings and Merger Sub are not none of Buyer or its Representatives is relying on any representation or warranty of Organovo or Merger Sub except for those expressly set forth in this Agreement, (iib) no Person has been authorized by the Company Organovo or Merger Sub to make any representation or warranty relating to itself Organovo or its Subsidiaries Merger Sub or its business or otherwise in connection with the Mergertheir respective businesses, and if made, such representation or warranty must not be relied upon by Parent, Holdings or Merger Sub Buyer as having been authorized by the Company, Organovo or Merger Sub and (iiic) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Holdings, Merger Sub Buyer or any of their Agents its representatives are not and shall not be deemed to be or to include representations or warranties, including warranties unless any representations such materials or warranties relating to information are the reasonableness subject of the assumptions underlying such estimates, projections and related informationany express representation or warranty set forth in this Agreement.

Disclaimer of Other Representations and Warranties. Parent, Holdings and Merger Sub each the Company acknowledge and agree that, except for the representations and warranties expressly set forth in this Agreement (ia) neither the Company nor any each of its Subsidiaries or their respective directors, officers or employees makes, or PTI and Merger Sub is not making and has made, not made any representations or warranties relating to itself or its business or otherwise in connection with the Merger transactions contemplated by this Agreement, including the Merger, and Parentnone of Holdings, Holdings and Merger Sub are not the Company or their respective Representatives is relying on any representation or warranty of PTI or Merger Sub except for those expressly set forth in this Agreement, (iib) no Person has been authorized by the Company PTI or Merger Sub to make any representation or warranty relating to itself PTI or its Subsidiaries Merger Sub or its business or otherwise in connection with the Mergertheir respective businesses, and if made, such representation or warranty must not be relied upon by Parent, Holdings or Merger Sub the Company as having been authorized by the Company, PTI or Merger Sub and (iiic) any estimates, projections, forecasts, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Holdings, Merger Sub Holdings or the Company or any of their Agents respective Representatives are not and shall not be deemed to be or to include representations or warranties, including warranties unless any representations such materials or warranties relating to information are the reasonableness subject of the assumptions underlying such estimates, projections and related informationany express representation or warranty set forth in this Agreement.