Common use of No Additional Representation or Warranties Clause in Contracts

No Additional Representation or Warranties. Except as expressly provided in this Article IV, and as modified by the Company Disclosure Letter, the Company hereby expressly disclaims and negates, any express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, its Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Acquiror, Merger Sub, its Affiliates or any of their respective representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the Company nor any of its Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to Acquiror or Merger Sub or their Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to Acquiror or Merger Sub or their Affiliates, including with respect to any projections, forecasts, estimates or budgets made available to Acquiror, Merger Sub, their Affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Acquiror, Merger Sub, their Affiliates or any of their respective representatives or any other Person.

No Additional Representation or Warranties. Except as expressly provided in this Article IVV, and as modified by the Company SPAC Disclosure LetterLetter and the Ancillary Agreements and any certificates delivered pursuant to this Agreement, the Company SPAC hereby expressly disclaims and negates, any express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the CompanySPAC, its Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Acquirorthe Company, Merger Subits Subsidiaries, its Affiliates or any of their respective representatives Representatives by, or on behalf of, the CompanySPAC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the Company nor any none of its SPAC, Merger Sub and their respective Affiliates, nor any of their respective directors, managers, officers, employees, equityholdersshareholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to Acquiror the Company or Merger Sub or their its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to Acquiror the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors have made their own investigation of SPAC, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC, Merger Sub or any of their Affiliatesrespective Subsidiaries, including with respect to any projections, forecasts, estimates the prospects (financial or budgets made available to Acquirorotherwise) or the viability or likelihood of success of the business of SPAC, Merger SubSub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by SPAC, Merger Sub or any of their respective Affiliates or any of their respective representatives of future revenuesdirectors, future results of operations (officers, employees, shareholders, partners, members or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Acquiror, Merger Sub, their Affiliates or any of their respective representatives or any other Personotherwise.

No Additional Representation or Warranties. Except as expressly provided in this Article IV, and as modified by the Company Disclosure Letter, the Company hereby expressly disclaims and negates, any express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, its Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality none of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Acquiror, Merger Sub, its Affiliates or Target Companies nor any of their respective representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the Company nor any of its Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives Representatives has made, or is making, any representation or warranty whatsoever whatsoever, express or implied, at law or in equity, to Acquiror SPAC or Merger Sub its Affiliates or their Affiliates any other Person, including any implied representation or warranty as to condition, merchantability, fitness for a particular purpose, future results, proposed businesses or future plans of such Target Company, and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to Acquiror SPAC or Merger Sub or their Affiliates, including with respect to any projections, forecasts, estimates or budgets made available to Acquiror, Merger Sub, their its Affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Acquiror, Merger Sub, their Affiliates or any of their respective representatives or any other Person, including information, documents, projections, forecasts or other material made available to SPAC, its Affiliates or Representatives in any “data rooms,” management presentations or otherwise in connection with the transactions contemplated in this Agreement and the Ancillary Agreements and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Except for the representations and warranties expressly set forth in this Article IV or the Ancillary Agreements, it is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by or on behalf of such Target Company are not and shall not be deemed to be or to include representations or warranties of the Target Companies or any other Person, and are not and shall not be deemed to be relied upon by any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactions.

No Additional Representation or Warranties. Except as expressly provided in this Article IV, and as modified by the Company Disclosure Letter, the Company hereby expressly disclaims and negates, any express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, its Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality none of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Acquiror, Merger Sub, its Affiliates or any of their respective representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the Company nor any of its Affiliates, Group Companies nor any of their respective directors, managers, officers, employees, equityholders, partners, members Affiliates or representatives has Representatives have made, or is making, any representation or warranty whatsoever whatsoever, express or implied, at law or in equity, to Acquiror PACI or Merger Sub its Affiliates or their Affiliates any other Person, including any implied representation or warranty as to condition, merchantability, fitness for a particular purpose, future results, proposed businesses, or future plans of such Group Company, and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to Acquiror PACI or Merger Sub its Affiliates or their Affiliatesany other Person, including with respect to any information, documents, projections, forecasts, estimates or budgets other material made available to AcquirorPACI, Merger Sub, their its Affiliates or Representatives in any “data rooms,” management presentations, or otherwise in connection with the transactions contemplated in this Agreement and the Ancillary Agreements and no statement contained in any of their respective representatives of future revenuessuch material or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any Party in executing, future results of operations (delivering, or performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Except for the representations and warranties expressly set forth in this Article IV or the Ancillary Agreements, it is understood that any cost estimates, projections, or other predictions, any data, any financial information or any component thereof)memoranda or offering material or presentations, future cash flows including any offering memorandum or future financial condition (similar materials made available by or any component thereof) on behalf of such Group Company are not and shall not be deemed to be or to include representations or warranties of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Acquiror, Merger Sub, their Affiliates or any of their respective representatives Group Companies or any other Person, and are not and shall not be deemed to be relied upon by any Party in executing, delivering, or performing this Agreement, the Ancillary Agreements, or the Transactions.

No Additional Representation or Warranties. Except as expressly provided in this Article IV, and as modified by the Company Disclosure LetterLetter and the Ancillary Agreements and any certificates delivered pursuant to this Agreement, the Company hereby expressly disclaims and negates, any express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, its Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to AcquirorSPAC, Merger Sub, its Affiliates or any of their respective representatives Representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the Company nor any of its Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives Representatives has made, or is making, any representation or warranty whatsoever to Acquiror or SPAC, the Merger Sub or their Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to Acquiror or SPAC, Merger Sub or their Affiliates, including with respect to any projections, forecasts, estimates or budgets made available to AcquirorSPAC, Merger Sub, their Affiliates or any of their respective representatives Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to AcquirorSPAC, Merger Sub, their Affiliates or any of their respective representatives Representatives or any other Person.

No Additional Representation or Warranties. Except as expressly provided in this Article IV, and as modified by the Company Disclosure Letter, the Company hereby expressly disclaims and negates, any express neither Zanite or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, its Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Acquiror, Merger Sub, its Affiliates or any of their respective representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the Company nor any of its Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives Representatives has made, or is making, or will be deemed to have made, any representation or warranty whatsoever whatsoever, express or implied, at law or in equity, to Acquiror Embraer, EAH or Merger Sub the Company or any of their respective Affiliates and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to Acquiror Embraer, EAH or Merger Sub or their Affiliates, including with respect to any projections, forecasts, estimates or budgets made available to Acquiror, Merger Sub, their Affiliates the Company or any of their respective representatives of future revenuesAffiliates, future results of operations (including information, documents, projections, forecasts or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information material made available to AcquirorEmbraer, Merger Sub, their Affiliates EAH or the Company or any of their respective representatives Affiliates or Representatives in any “data rooms,” management presentations or otherwise in connection with the Transactions and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Embraer, EAH or the Company in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactions. Except for the representations and warranties expressly set forth in this Article IV or the Ancillary Agreements, it is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials, made available by or on behalf of Zanite are not and shall not be deemed to be or to include representations or warranties of Zanite or any other Personperson, and are not and shall not be deemed to be relied upon by Embraer, EAH or the Company in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactions.

No Additional Representation or Warranties. Except as expressly provided in this Article IV, and as modified by the Company Disclosure Letter, the Company hereby expressly disclaims and negates, any express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, its Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Acquiror, Merger Sub, its Affiliates or any of their respective representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementV, neither the Company PACI nor any of its Affiliates, Merger Sub nor any of their respective directors, managers, officers, employees, equityholders, partners, members Affiliates or representatives Representatives has made, or is making, any representation or warranty whatsoever whatsoever, express or implied, at law or in equity, to Acquiror or Merger Sub any Group Company or their respective Affiliates or any other Person, including any implied representation or warranty as to merchantability, fitness for a particular purpose, future results, proposed businesses, or future plans of PACI, and no such party shall be liable in respect of the accuracy or completeness of any information provided to Acquiror any Group Company or their respective Affiliates, including information, documents, projections, forecasts, or other material made available to the Group Companies or their respective or Representatives in any “data rooms,” management presentations, or otherwise in connection with the transactions contemplated in this Agreement and the Ancillary Agreements and no statement contained in any of such material or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any Party in executing, delivering, or performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Except for the representations and warranties expressly set forth in this Article V or the Ancillary Agreements, it is understood that any cost estimates, projections, or other predictions, any data, any financial information, or any memoranda or offering material or presentations, including any offering memorandum or similar material made available by or on behalf of PACI are not and shall not be deemed to be or to include representations or warranties of PACI or Merger Sub or their Affiliates, including with respect to any projections, forecasts, estimates or budgets made available to Acquiror, Merger Sub, their Affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Acquiror, Merger Sub, their Affiliates or any of their respective representatives or any other Person, and are not and shall not be deemed to be relied upon by any Party in executing, delivering, or performing this Agreement, the Ancillary Agreements, or the transactions contemplated hereby or thereby.

No Additional Representation or Warranties. Except as expressly provided in this Article IVV, and as modified by the Company Disclosure Letter, the Company hereby expressly disclaims and negates, any express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, its Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Acquiror, neither SPAC nor Merger Sub, its Affiliates or Sub 1 nor any of their respective representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the Company nor any of its Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives Representatives has made, or is making, any representation or warranty whatsoever whatsoever, express or implied, at law or in equity, to Acquiror or Merger Sub any Target Company or their respective Affiliates or any other Person, including any implied representation or warranty as to merchantability, fitness for a particular purpose, future results, proposed businesses or future plans of SPAC, and no such party shall be liable in respect of the accuracy or completeness of any information provided to Acquiror any Target Company or their respective Affiliates, including information, documents, projections, forecasts or other material made available to the Target Companies or their respective or Representatives in any “data rooms,” management presentations or otherwise in connection with the transactions contemplated in this Agreement and the Ancillary Agreements and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Except for the representations and warranties expressly set forth in this Article V or the Ancillary Agreements, it is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by or on behalf of SPAC are not and shall not be deemed to be or to include representations or warranties of SPAC or Merger Sub or their Affiliates, including with respect to any projections, forecasts, estimates or budgets made available to Acquiror, Merger Sub, their Affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Acquiror, Merger Sub, their Affiliates or any of their respective representatives 1 or any other Person, and are not and shall not be deemed to be relied upon by any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby.

No Additional Representation or Warranties. Except as expressly provided in this Article IV, and as modified by the Company Disclosure Letter, the Company hereby expressly disclaims and negates, any express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, its Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Acquiror, Merger Sub, its Affiliates or any of their respective representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the Company nor any of its Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to Acquiror or Merger Sub or their Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to Acquiror or Merger Sub or their Affiliates. Without limiting the foregoing, including with respect and notwithstanding anything to any projectionsthe contrary herein, forecasts, estimates or budgets made available to Acquiror, each of Acquiror and Merger Sub, on behalf of themselves and each of their Affiliates respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of their respective its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of future revenuesthe Company, future results and no representation or warranty is made as to the accuracy or completeness of operations (or any component thereof)of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, future cash flows or future financial condition (or Acquiror understands and agrees that any component thereof) assets, properties and business of the Company (including and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the reasonableness of the assumptions underlying any of the foregoing)representations and warranties contained in Article IV, whether or not included in any management presentation or in with all faults and without any other information made available to Acquiror, Merger Sub, their Affiliates representation or warranty of any of their respective representatives or any other Personnature whatsoever.

No Additional Representation or Warranties. Except as expressly provided in this Article IV, and as modified by the Company Disclosure Letter, the Company hereby expressly disclaims and negates, any express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, its Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Acquiror, Merger Sub, its Affiliates or any of their respective representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementIII, neither the Company Embraer nor any of its Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives Representatives has made, or is making, or will be deemed to have made, any representation or warranty whatsoever whatsoever, express or implied, at law or in equity, to Acquiror Zanite or Merger Sub or their its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to Acquiror Zanite or Merger Sub or their its Affiliates, including with respect to any information, documents, projections, forecasts, estimates forecasts or budgets other material made available to AcquirorZanite, Merger Sub, their its Affiliates or Representatives in any “data rooms,” management presentations or otherwise in connection with the Transactions and no statement contained in any of their respective representatives of future revenuessuch materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Zanite in executing, future results of operations (delivering or performing this Agreement, the Ancillary Agreements or the Transactions. Except for the representations and warranties expressly set forth in this Article III or the Ancillary Agreements, it is understood that any cost estimates, projections or other predictions, any data, any financial information or any component thereof)memoranda or offering materials or presentations, future cash flows including any offering memorandum or future financial condition (similar materials, made available by or any component thereof) on behalf of the Company (including are not and shall not be deemed to be or to include representations or warranties of Embraer, the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Acquiror, Merger Sub, their Affiliates or any of their respective representatives Company or any other Personperson, and are not and shall not be deemed to be relied upon by Zanite in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactions.