Common use of Limited Representations Clause in Contracts

Limited Representations. The parties expressly acknowledge and agree that (a) the SDTS Entities have not made and shall not be deemed to have made to Oncor any representations or warranties relating to the SDTS Assets, the Subject SDTS Operations or any other matter, except for the representations and warranties expressly made in Article IV of this Agreement, (b) the SU Entities have not made and shall not be deemed to have made to Oncor any representations or warranties relating to the SU Assets, the Subject SU Operations or any other matter, except for the representations and warranties expressly made in Article V of this Agreement and (c) the Oncor Entities have not made and shall not be deemed to have made any representations or warranties relating to the Oncor T Assets, the Subject Oncor Operations or any other matter, except for the representations and warranties expressly made in Article VI of this Agreement. Without limiting the generality of the foregoing, the parties further acknowledge and agree that none of the SDTS Entities, the SU Entities, the Oncor Entities or their respective Affiliates or representatives has made or is making any (i) express or implied warranties as to any financial projections or other forward-looking information with respect to the Subject SDTS Operations, the Subject SU Operations or the Subject Oncor Operations, as applicable, (ii) implied warranties of merchantability and fitness for a particular purpose with respect to the SDTS Assets, the SU Assets or the Oncor T Assets, as applicable, or (iii) express or implied warranties as to any other matter which, under applicable Law, would be deemed to give rise to any express or implied warranty unless such warranties were expressly disclaimed, and SDTS, SU and Oncor hereby disclaim any other representations or warranties that would otherwise be deemed to be made by the SDTS Entities, the SU Entities or the Oncor Entities or their respective Affiliates or representatives in connection with this Agreement or the Transactions. Each party further agrees not to assert any Claims or take any position in any Legal Proceeding that is inconsistent with the provisions of this Section 12.03.

Limited Representations. The parties expressly acknowledge and agree that (a) the SDTS Entities and Oncor have not made and shall not be deemed to have made to Oncor SU any representations or warranties relating to the SDTS STX Assets, the Subject SDTS STX Operations or any other matter, except for the representations and warranties expressly made by SDTS in Article IV III of this Agreement, Agreement and (b) the SU Entities have has not made and shall not be deemed to have made to Oncor SDTS any representations or warranties relating to the SU NTX Assets, the Subject SU NTX Operations or any other matter, except for the representations and warranties expressly made by SU in Article V of this Agreement and (c) the Oncor Entities have not made and shall not be deemed to have made any representations or warranties relating to the Oncor T Assets, the Subject Oncor Operations or any other matter, except for the representations and warranties expressly made in Article VI IV of this Agreement. Without limiting the generality of the foregoing, the parties further acknowledge and agree that none of the SDTS EntitiesSDTS, the Oncor, SU Entities, the Oncor Entities or their respective Affiliates or representatives Representatives has made or is making any (i) express or implied warranties as to any financial projections or other forward-looking information with respect to the Subject SDTS Operations, the Subject SU STX Operations or the Subject Oncor NTX Operations, as applicable, (ii) implied warranties of merchantability and fitness for a particular purpose with respect to the SDTS Assets, the SU STX Assets or the Oncor T NTX Assets, as applicable, or (iii) express or implied warranties as to any other matter which, under applicable Law, would be deemed to give rise to any express or implied warranty unless such warranties were expressly disclaimed, and SDTS, Oncor and SU and Oncor hereby disclaim any other representations or warranties that would otherwise be deemed to be made by the SDTS EntitiesSDTS, the Oncor or SU Entities or the Oncor Entities or their respective Affiliates or representatives Representatives in connection with this Agreement or the Transactions. Each party further agrees not to assert any Claims or take any position in any Legal Proceeding that is inconsistent with the provisions of this Section 12.0310.02.

Limited Representations. The parties Each of the Parent and Merger Subsidiary expressly acknowledge acknowledges and agree agrees that (a) no Holder has made and shall not be deemed to have made to the SDTS Entities have Parent or Merger Subsidiary any representation or warranty other than those expressly made by such Holder in Article IV and (b) the Company has not made and shall not be deemed to have made to Oncor the Parent or Merger Subsidiary any representations representation or warranties relating to the SDTS Assets, the Subject SDTS Operations or any warranty other matter, except for the representations and warranties than those expressly made by the Company in Article IV of this Agreement, (b) the SU Entities have not made and shall not be deemed to have made to Oncor any representations or warranties relating to the SU Assets, the Subject SU Operations or any other matter, except for the representations and warranties expressly made in Article V of this Agreement and (c) the Oncor Entities have not made and shall not be deemed to have made any representations or warranties relating to the Oncor T Assets, the Subject Oncor Operations or any other matter, except for the representations and warranties expressly made in Article VI of this Agreement. V. Without limiting the generality of the foregoing, each the parties Parent and the Merger Subsidiary further acknowledge acknowledges and agree agrees that none of the SDTS Entities, Holders nor the SU Entities, the Oncor Entities or Company nor any of their respective Affiliates or representatives has made or is making any representations or warranties of any kind, express or implied or statutory, at law or equity, with respect to the Company or its actual or prospective business, operations, assets, liabilities, results of operations or financial condition other than as set forth in Articles IV and V (as applicable), including, but not limited to, any (i) express or implied warranties as to any financial projections or other forward-looking information with respect to the Subject SDTS Operations, business of the Subject SU Operations Company or the Subject Oncor Operations, as applicableSurviving Entity, (ii) implied warranties of merchantability and fitness for a particular purpose with respect to the SDTS Assets, the SU Assets or the Oncor T Assets, as applicable, or (iii) express or implied warranties as to any other matter which, under applicable Lawlaw, would be deemed to give rise to any express or implied warranty unless such warranties were are expressly disclaimeddisclaimed by such Holder or the Company, and SDTS, SU each of the Holders and Oncor the Company hereby disclaim any other representations or warranties that would otherwise be deemed to be made by the SDTS Entitiesthemselves, the SU Entities their Affiliates or the Oncor Entities or any of their respective Affiliates officers, directors, employees, agents, financial and legal advisors or representatives other representatives, in connection with this Agreement agreement or the Transactionstransactions contemplated hereby. Each party The Parent further agrees not to assert any Claims claims or take any position in any Legal Proceeding that is inconsistent with the provisions of this Section 12.037.6.

Limited Representations. The parties Each of the Parent and Merger Subsidiary expressly acknowledge acknowledges and agree agrees that (a) the SDTS Entities have not no Holder has made and shall not be deemed to have made to Oncor the Parent or Merger Subsidiary any representations representation or warranties relating to the SDTS Assets, the Subject SDTS Operations or any warranty other matter, except for the representations and warranties than those expressly made by such Holder in Article IV of this hereof and in the Rollover Agreement and any certificates delivered at Closing hereunder and under the Rollover Agreement, and (b) neither of the SU Entities have not General Partner nor the Partnership has made and shall not be deemed to have made to Oncor the Parent or Merger Subsidiary any representations representation or warranties relating to the SU Assets, the Subject SU Operations or any warranty other matter, except for the representations and warranties than those expressly made by the General Partner or the Partnership in Article V of this hereof and in the Rollover Agreement and (c) the Oncor Entities have not made any certificates delivered at Closing hereunder and shall not be deemed to have made any representations or warranties relating to the Oncor T Assets, the Subject Oncor Operations or any other matter, except for the representations and warranties expressly made in Article VI of this Agreementthereunder. Without limiting the generality of the foregoing, each of the parties Parent and the Merger Subsidiary further acknowledge acknowledges and agree agrees that none of the SDTS EntitiesHolders, the SU Entities, General Partner nor the Oncor Entities or Partnership nor any of their respective Affiliates or representatives has made or is making any representations or warranties of any kind, express or implied or statutory, at law or equity, with respect to the General Partner or the Partnership or its respective actual or prospective business, operations, assets, liabilities, results of operations or financial condition other than as set forth in Articles IV and V (as applicable), including, but not limited to, any (i) express or implied warranties as to any financial projections or other forward-looking information with respect to the Subject SDTS Operationsbusiness of the General Partner, the Subject SU Operations Partnership or the Subject Oncor Operations, as applicableSurviving Entity, (ii) implied warranties of merchantability and fitness for a particular purpose with respect to the SDTS Assets, the SU Assets or the Oncor T Assets, as applicable, or (iii) express or implied warranties as to any other matter which, under applicable Law, would be deemed to give rise to any express or implied warranty unless such warranties were are expressly disclaimeddisclaimed by such Holder, the General Partner or the Partnership, and SDTSeach of the Holders, SU the General Partner and Oncor the Partnership hereby disclaim any other representations or warranties that would otherwise be deemed to be made by the SDTS Entitiesthemselves, the SU Entities their Affiliates or the Oncor Entities or any of their respective Affiliates officers, directors, employees, agents, financial and legal advisors or representatives other representatives, in connection with this Agreement or the Transactions. Each party further agrees not to assert any Claims or take any position in any Legal Proceeding that is inconsistent with the provisions of this Section 12.03transactions contemplated hereby.