Common use of Limitation of Representations and Warranties Clause in Contracts

Limitation of Representations and Warranties. Except for the representations and warranties set forth in Article V and in Article VI (including the Schedules), the Seller is not making any other representations or warranties, written or oral, statutory, express or implied, concerning the Shares, the Company, Elmwood or the business, assets or liabilities of the Company or of Elmwood. THE PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT NEITHER THE COMPANY, ELM WOOD, NOR THE SELLER HAS MADE, AND THE COMPANY, ELMWOOD, AND THE SELLER HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW. BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST THE COMPANY, ELMWOOD, AND THE SELLER AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO THE PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY, ELMWOOD, OR THE SELLER.

Limitation of Representations and Warranties. (a) Except for the representations and warranties set forth in Article V 6 and in Article VI (including 7 or in the Schedules)Transaction Documents, neither the Seller Company nor any Shareholder is not making or has made, and no other Person has made, any other representations or warranties, written or oral, statutory, express or implied, concerning the Shares, the Company, Elmwood any Acquired Company or the financial condition, results of operations, business prospects, business, assets or liabilities Liabilities of the Company or of Elmwoodany Acquired Company. THE PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE TRANSACTION DOCUMENTS, NEITHER THE COMPANY, ELM WOOD, ANY ACQUIRED COMPANY NOR THE SELLER ANY SHAREHOLDER HAS MADE, AND THE COMPANY, ELMWOOD, ACQUIRED COMPANIES AND THE SELLER HEREBY EACH SHAREHOLDER EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER HEREBY EXPRESSLY WAIVESDISCLAIM, ANY SUCH ADDITIONAL REPRESENTATION OR WARRANTY, WARRANTY (WHETHER EXPRESS, IMPLIED, AT COMMON LAW. , BY STATUTE OR OTHERWISE OTHERWISE) RELATING TOTO THE ACQUIRED COMPANIES. PURCHASER, FOR ITSELF AND ITS AFFILIATES (INCLUDING, AFTER THE CLOSING, THE ACQUIRED COMPANIES AND THEIR AFFILIATES) AND ITS AND THEIR RESPECTIVE AGENTS (COLLECTIVELY, THE “PURCHASER HEREBY PARTIES”), EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST THE COMPANY, ELMWOOD, ACQUIRED COMPANIES AND THE SELLER SHAREHOLDERS AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO THE PURCHASER AND ITS REPRESENTATIVES AGENTS BY OR ON BEHALF OF THE ACQUIRED COMPANIES OR THE SHAREHOLDERS, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 6 AND IN ARTICLE 7 OR IN THE TRANSACTION DOCUMENTS. WITHOUT LIMITING THE FOREGOING, NEITHER THE ACQUIRED COMPANIES NOR THE SHAREHOLDERS HAVE MADE OR ARE MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO THE INFORMATION SET FORTH IN THE RUBY INFORMATION PACKET – JULY 2018, ANY SUPPLEMENTS OR UPDATES TO THAT INFORMATION PACKET (COLLECTIVELY, THE “INFORMATION PACKET”), OR ANY OTHER INFORMATION DELIVERED TO PURCHASER OR ITS REPRESENTATIVES, EXCEPT AS SET FORTH IN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 6 AND IN ARTICLE 7 OR IN THE TRANSACTION DOCUMENTS. PURCHASER ACKNOWLEDGES THAT: (A) IT HAS NOT RELIED ON ANY ACQUIRED COMPANY, ELMWOOD, THE INFORMATION PACKET OR ANY OTHER SOURCE OTHER THAN THE SELLER.REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 6 AND ARTICLE 7 OR IN THE TRANSACTION DOCUMENTS IN STOCK PURCHASE AGREEMENT

Limitation of Representations and Warranties. Except for the representations and warranties set forth in Article V and in Article VI BUYER ACKNOWLEDGES THAT IF THE CLOSING IS CONSUMMATED THE BUSINESS, ASSETS AND LIABILITIES OF THE COMPANY AND ITS SUBSIDIARIES ARE BEING INDIRECTLY PURCHASED BY BUYER ON AN AAS IS, WHERE IS@ BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER, OTHER THAN THOSE WHICH ARE EXPRESSLY STATED TO BE SUBJECT OF THE INDEMNIFICATION SET FORTH IN SECTION 7.02(a) AND SUBJECT TO CLAIMS FOR FRAUD AND SIMILAR ACTIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING , AND EXCEPT AS SET FORTH IN SECTIONS 3.01 TO 3.23 HEREOF, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTY WITH RESPECT TO (including the SchedulesA) ANY PROJECTIONS, ESTIMATES OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO BUYER OF FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), the Seller is not making any other representations or warrantiesFUTURE CASH FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY AND ITS SUBSIDIARIES OR THE FUTURE BUSINESS AND OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES OR (B) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO BUYER OR ITS COUNSEL, written or oral, statutory, express or implied, concerning the Shares, the Company, Elmwood or the business, assets or liabilities of the Company or of Elmwood. THE PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT NEITHER THE COMPANY, ELM WOOD, NOR THE SELLER HAS MADE, AND THE COMPANY, ELMWOOD, AND THE SELLER HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION ACCOUNTANTS OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW. BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST THE COMPANY, ELMWOOD, AND THE SELLER AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED ADVISORS WITH RESPECT TO THE PURCHASER AND COMPANY OR ITS REPRESENTATIVES BY SUBSIDIARIES OR ON BEHALF OF THE COMPANY, ELMWOOD, THEIR RESPECTIVE BUSINESSES OR THE SELLER.OPERATIONS. B.

Limitation of Representations and Warranties. Except for the representations and warranties set forth in Article V and in Article VI (including the Schedules)EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE III, the Seller is not making any other representations or warrantiesBUYER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, written or oralWRITTEN OR ORAL, statutorySTATUTORY, express or implied, concerning the Shares, the Company, Elmwood or the business, assets or liabilities of the Company or of ElmwoodEXPRESS OR IMPLIED. THE PURCHASER SELLER ACKNOWLEDGES THAT, THAT EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT NEITHER THE COMPANY, ELM WOOD, NOR THE SELLER BUYER HAS NOT MADE, AND THE COMPANY, ELMWOODBUYER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND THE SELLER HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW. , BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER SELLER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST THE COMPANY, ELMWOOD, BUYER AND THE SELLER AND THEIR ITS REPRESENTATIVES IN CONNECTION WITH, WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO THE PURCHASER SELLER AND ITS REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY, ELMWOOD, OR THE SELLER.BUYER. ARTICLE IV (Intentionally Omitted)

Limitation of Representations and Warranties. Except for the representations and warranties set forth in Article V and in Article VI (including the Schedules)EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE II, the Seller is not making any other representations or warrantiesSELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, written or oralWRITTEN OR ORAL, statutorySTATUTORY, express or impliedEXPRESS OR IMPLIED, concerning the SharesCONCERNING THE SHARES, the CompanyOR THE BUSINESS, Elmwood or the business, assets or liabilities of the Company or of ElmwoodASSETS OR LIABILITIES OF THE ACQUIRED COMPANY OR THE RADAR BUSINESS. THE PURCHASER BUYER ACKNOWLEDGES THAT, THAT EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT NEITHER THE COMPANY, ELM WOOD, NOR THE SELLER HAS NOT MADE, AND THE COMPANY, ELMWOOD, AND THE SELLER HEREBY EXPRESSLY DISCLAIM DISCLAIMS AND NEGATENEGATES, AND THE PURCHASER BUYER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW. , BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER BUYER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST THE COMPANY, ELMWOOD, AND THE SELLER AND THEIR ITS REPRESENTATIVES IN CONNECTION WITH, WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO THE PURCHASER BUYER AND ITS REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY, ELMWOOD, OR THE SELLER.