Common use of Limitation of Representations and Warranties Clause in Contracts

Limitation of Representations and Warranties. (a) Except for the representations and warranties expressly contained in this Article IV, as qualified by the Kick Disclosure Letter, neither the Kick Parties nor any other Person makes any other express or implied representation or warranty with respect to the Kick Parties or their Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement, the Mergers or the transactions contemplated hereby, and the Kick Parties hereby disclaim any such other representations or warranties (b) Each of the Kick Parties acknowledges and agrees that, except for the representations and warranties expressly contained in Article III, none of the Burro Parties or any other Person acting on behalf of any Burro Party has made or makes, and such Kick Party has not relied on, any representation or warranty, whether express or implied, with respect to any Burro Party, their respective Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to such Kick Party or any of its Representatives by or on behalf of any Burro Party. Each Kick Party acknowledges and agrees that none of the Burro Parties or any other Person acting on behalf of any Burro Party has made or makes, and such Kick Party has not relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to such Kick Party or any of its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any Burro Party or any of their respective Subsidiaries.

Limitation of Representations and Warranties. (a) Except for the representations and warranties expressly contained in this Article IVIII, as qualified by the Kick Burro Disclosure Letter, neither the Kick Burro Parties nor any other Person makes any other express or implied representation or warranty with respect to the Kick Burro Parties or their Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement, the Mergers or the transactions contemplated hereby, and the Kick Burro Parties hereby disclaim any such other representations or warranties. (b) Each of the Kick Burro Parties acknowledges and agrees that, except for the representations and warranties expressly contained in Article IIIIV, none of the Burro Kick Parties or any other Person acting on behalf of any Burro Kick Party has made or makes, and such Kick Burro Party has not relied on, any representation or warranty, whether express or implied, with respect to any Burro Kick Party, their respective Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to such Kick Burro Party or any of its Representatives by or on behalf of any Burro Kick Party. Each Kick Burro Party acknowledges and agrees that none of the Burro Kick Parties or any other Person acting on behalf of any Burro Kick Party has made or makes, and such Kick Burro Party has not relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to such Kick Burro Party or any of its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any Burro Kick Party or any of their respective Subsidiaries.

Limitation of Representations and Warranties. (a) Except for the representations and warranties expressly contained in this Article IV, as qualified by the Kick Disclosure Letter, neither the Kick Parties nor any other Person makes any other express or implied representation or warranty with respect to the Kick Parties or their Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement, the Mergers or the transactions contemplated hereby, and the Kick Parties hereby disclaim any such other representations or warranties (b) Each of the Kick Parties acknowledges and Buyer agrees that, except for the representations and warranties made by Sellers, New Kleinco and National that are expressly contained set forth in Article IIIII and Article III of this Agreement and in the Sellers Disclosure Schedule (as amended and supplemented through Closing), none the National Disclosure Schedule (as amended and supplemented through Closing) and the Transaction Documents, neither Seller nor New Kleinco nor National nor any of the Burro Parties their respective Affiliates or any other Person acting on behalf of any Burro Party representatives has made and shall not be deemed to have made to Buyer or makes, and such Kick Party has not relied on, to any of its representatives any representation or warrantywarranty of any kind. Except as expressly set forth in this Agreement, whether express no Person has been authorized by any Seller or implied, with respect New Kleinco or by National to make any Burro Party, their respective Subsidiaries representation or warranty relating to National or any Subsidiary of National or their respective businesses, affairs, assets, liabilities, financial condition, results of businesses or operations, future operating or financial resultsotherwise in connection with the transactions contemplated by this Agreement and, estimatesif made, projections, forecasts, plans the representation or prospects (including warranty may not be relied upon. Without limiting the reasonableness generality of the assumptions underlying such estimatesforegoing, projectionsexcept as set forth in Article II and Article III of this Agreement and in the Sellers Disclosure Schedule, forecastsNational Disclosure Schedule and Transaction Documents, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to such Kick Party or any of its Representatives by or on behalf of any Burro Party. Each Kick Party acknowledges and Buyer agrees that none of the Burro Parties Sellers, New Kleinco or National, any of their Affiliates or any other Person acting on behalf of any Burro Party makes or has made or makes, and such Kick Party has not relied on, any representation or warranty, whether express warranty to Buyer or implied, to any of its representatives with respect to to: (1) any projections, forecasts, estimates estimates, plans or budgets made available to such Kick Party or any of its Representatives of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any Burro Party National or any of their respective its Subsidiaries or the future business, operations or affairs of National or any of its Subsidiaries heretofore or hereafter delivered to or made available to Buyer or its representatives; or (2) any other information, statements or documents heretofore or hereafter delivered to or made available to Buyer or its representatives, including the information in the on line Data Room with respect to National or any of its Subsidiaries or the business, operations or affairs of National or any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty contained in Article II or Article III of this Agreement or the Sellers Disclosure Schedule, National Disclosure Schedule or Transaction Documents, which representations and warranties are the only representations and warranties that Buyer is relying on in connection with its execution of this Agreement (other than that any of the foregoing were prepared in good faith by Sellers, New Kleinco or National).