Guarantee; No Representation Except in Agreement Clause Samples

Guarantee; No Representation Except in Agreement. Honeywell guarantees City will realize the Guarantee as defined in the Schedules during the term of this Agreement. NOTWITHSTANDING THE FOREGOING, HONEYWELL(A) MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTIONS, CASH FLOW MODELS, PRO FORMA FINANCIAL STATEMENTS OR OTHER DOCUMENTS, DATA OR INFORMATION (COLLECTIVELY, “PRIOR PROJECTIONS”) PROVIDED BY OR ON BEHALF OF HONEYWELL TO CITY OR ITS REPRESENTATIVES PRIOR TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND (B) HEREBY DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO SUCH PRIOR PROJECTIONS. CITY HEREBY ACKNOWLEDGES AND AGREES THAT (i) HONEYWELL DOES NOT GUARANTEE THAT ANY RESULTS SET FORTH IN ANY PRIOR PROJECTIONS WILL BE ACHIEVED, (ii) ACTUAL RESULTS MAY VARY MATERIALLY FROM THE PRIOR PROJECTIONS, AND (iii) CITY HAS NOT RELIED UPON ANY SUCH PRIOR PROJECTIONS IN DETERMINING TO ENTER INTO THIS CONTRACT AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.