Common use of No Additional Representation or Warranties Clause in Contracts

No Additional Representation or Warranties. Except as provided in this Article IV, neither Zanite or any of its Affiliates, nor any of their respective Representatives has made, or is making, or will be deemed to have made, any representation or warranty whatsoever, express or implied, at law or in equity, to Embraer, EAH or 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 Embraer, EAH or the Company or any of their respective Affiliates, including information, documents, projections, forecasts or other material made available to Embraer, EAH or the Company or any of their respective 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 person, 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 provided in this Article IVIII, neither Zanite or Embraer nor any of its Affiliates, nor any of their respective Representatives has made, or is making, or will be deemed to have made, any representation or warranty whatsoever, express or implied, at law or in equity, to Embraer, EAH Zanite or the Company or any of their respective its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to Embraer, EAH Zanite or the Company or any of their respective its Affiliates, including information, documents, projections, forecasts or other material made available to EmbraerZanite, EAH or the Company or any of their respective its 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 Zanite 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 III 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 the Company are not and shall not be deemed to be or to include representations or warranties of Zanite Embraer, the Company or any other person, and are not and shall not be deemed to be relied upon by Embraer, EAH or the Company Zanite in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactions.

No Additional Representation or Warranties. Except as provided in this Article IV‎Article V (as modified by the Acquiror Disclosure Letter), neither Zanite or any and the representations and warranties as may be provided in the other agreements entered into in connection with the transactions contemplated by this Agreement, none of its Affiliates, the Acquiror Entities nor any of their respective Representatives has made, or is making, or will be deemed to have made, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, at law relating to or in equity, with respect to Embraer, EAH this Agreement or the transactions contemplated hereby to the Company or any of their respective its Subsidiaries or Affiliates. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS ‎SECTION 5.22 (INCLUDING THE ACQUIROR DISCLOSURE LETTER), EACH OF THE ACQUIROR ENTITIES MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO THE MOBILE COMPANIES OR BLOCKER COMPANIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO EACH OF THE ACQUIROR ENTITIES OR ITS RESPECTIVE BUSINESSES, OPERATIONS, PROPERTIES, LIABILITIES, OR OBLIGATIONS, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. Each of the Acquiror Entities acknowledges and agrees that, except for the representations and warranties contained in ‎Article IV (as modified by the Company Disclosure Letter) and in other agreements entered into in connection with the transactions contemplated by this Agreement, neither Company or its Affiliates and no such party shall be liable in respect of nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any documentation information, data, or statement regarding the Mobile Companies or the transactions contemplated hereunder, including in respect of the Company and the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information provided to Embraer, EAH or not expressly set forth in ‎‎Article IV (as modified by the Company Disclosure Letter) or any of their respective Affiliates, including information, documents, projections, forecasts or in other material made available to Embraer, EAH or the Company or any of their respective Affiliates or Representatives in any “data rooms,” management presentations or otherwise agreements entered into in connection with the Transactions and no statement contained transactions contemplated by this Agreement. Each of the Acquiror Entities is not relying on any representations or warranties other than those representations or warranties set forth 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 ‎Article IV (as modified by Embraer, EAH or the Company in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactions. Except for Disclosure Letter) and the representations and warranties expressly set forth as may be provided in this Article IV or other agreements entered into in connection with 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 transactions contemplated 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 person, 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, neither Zanite or none of the Target Companies nor any of its their respective Affiliates, nor any of their respective Representatives has made, or is making, or will be deemed to have made, any representation or warranty whatsoever, express or implied, at law or in equity, to Embraer, EAH SPAC or the Company its Affiliates or 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 their respective Affiliates 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 Embraer, EAH SPAC or the Company its Affiliates or any of their respective Affiliatesother Person, including information, documents, projections, forecasts or other material made available to EmbraerSPAC, EAH or the Company or any of their respective its Affiliates or Representatives in any “data rooms,” management presentations or otherwise in connection with the Transactions 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 Embraer, EAH or the Company any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactionstransactions 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, materials made available by or on behalf of Zanite such Target Company are not and shall not be deemed to be or to include representations or warranties of Zanite the Target Companies or any other personPerson, and are not and shall not be deemed to be relied upon by Embraer, EAH or the Company any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactions.

No Additional Representation or Warranties. Except as provided in this Article IVV (as modified by the Acquiror Disclosure Letter), neither Zanite or any and the representations and warranties as may be provided in the other agreements entered into in connection with the transactions contemplated by this Agreement, none of its Affiliates, the Acquiror Entities nor any of their respective Representatives has made, or is making, or will be deemed to have made, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, at law relating to or in equity, with respect to Embraer, EAH this Agreement or the transactions contemplated hereby to the Company or any of their respective its Subsidiaries or Affiliates. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS SECTION 5.22 (INCLUDING THE ACQUIROR DISCLOSURE LETTER), EACH OF THE ACQUIROR ENTITIES MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO THE MOBILE COMPANIES OR BLOCKER COMPANIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO EACH OF THE ACQUIROR ENTITIES OR ITS RESPECTIVE BUSINESSES, OPERATIONS, PROPERTIES, LIABILITIES, OR OBLIGATIONS, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. Each of the Acquiror Entities acknowledges and agrees that, except for the representations and warranties contained in Article IV (as modified by the Company Disclosure Letter) and in other agreements entered into in connection with the transactions contemplated by this Agreement, neither Company or its Affiliates and no such party shall be liable in respect of nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any documentation information, data, or statement regarding the Mobile Companies or the transactions contemplated hereunder, including in respect of the Company and the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information provided to Embraer, EAH or not expressly set forth in Article IV (as modified by the Company Disclosure Letter) or any of their respective Affiliates, including information, documents, projections, forecasts or in other material made available to Embraer, EAH or the Company or any of their respective Affiliates or Representatives in any “data rooms,” management presentations or otherwise agreements entered into in connection with the Transactions and no statement contained transactions contemplated by this Agreement. Each of the Acquiror Entities is not relying on any representations or warranties other than those representations or warranties set forth 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 Article IV (as modified by Embraer, EAH or the Company in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactions. Except for Disclosure Letter) and the representations and warranties expressly set forth as may be provided in this Article IV or other agreements entered into in connection with 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 transactions contemplated 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 person, 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 provided in this Article IVV, neither Zanite or any of its Affiliates, PACI nor Merger Sub nor any of their respective Affiliates or Representatives has made, or is making, or will be deemed to have made, any representation or warranty whatsoever, express or implied, at law or in equity, to Embraer, EAH or the any Group Company or any of 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 documentation or other information provided to Embraer, EAH or the any Group Company or any of their respective Affiliates, including information, documents, projections, forecasts forecasts, or other material made available to Embraer, EAH the Group Companies or the Company or any of their respective Affiliates or Representatives in any “data rooms,” management presentations presentations, or otherwise in connection with the Transactions transactions contemplated in this Agreement and the Ancillary Agreements and no statement contained in any of such materials material 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 any Party in executing, delivering delivering, or performing this Agreement, the Ancillary Agreements or the Transactionstransactions contemplated hereby or thereby. Except for the representations and warranties expressly set forth in this Article IV V or the Ancillary Agreements, it is understood that any cost estimates, projections projections, or other predictions, any data, any financial information information, or any memoranda or offering materials material or presentations, including any offering memorandum or similar materials, material made available by or on behalf of Zanite PACI are not and shall not be deemed to be or to include representations or warranties of Zanite PACI or Merger Sub or any other personPerson, and are not and shall not be deemed to be relied upon by Embraer, EAH or the Company any Party in executing, delivering delivering, or performing this Agreement, the Ancillary Agreements Agreements, or the Transactionstransactions contemplated hereby or thereby.

No Additional Representation or Warranties. Except as provided in this Article IVV, neither Zanite or SPAC nor Merger Sub 1 nor any of its their respective Affiliates, nor any of their respective Representatives has made, or is making, or will be deemed to have made, any representation or warranty whatsoever, express or implied, at law or in equity, to Embraer, EAH or the any Target Company or any of 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 documentation or other information provided to Embraer, EAH or the any Target Company or any of their respective Affiliates, including information, documents, projections, forecasts or other material made available to Embraer, EAH the Target Companies or the Company or any of their respective Affiliates or Representatives in any “data rooms,” management presentations or otherwise in connection with the Transactions 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 Embraer, EAH or the Company any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactionstransactions contemplated hereby or thereby. Except for the representations and warranties expressly set forth in this Article IV 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, materials made available by or on behalf of Zanite SPAC are not and shall not be deemed to be or to include representations or warranties of Zanite SPAC or Merger Sub 1 or any other personPerson, and are not and shall not be deemed to be relied upon by Embraer, EAH or the Company any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactionstransactions contemplated hereby or thereby.

No Additional Representation or Warranties. Except as expressly provided in this Article IV, neither Zanite or any none of its Affiliates, the Group Companies nor any of their respective Affiliates or Representatives has have made, or is making, or will be deemed to have made, any representation or warranty whatsoever, express or implied, at law or in equity, to Embraer, EAH PACI or the Company its Affiliates or 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 their respective Affiliates 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 Embraer, EAH PACI or the Company its Affiliates or any of their respective Affiliatesother Person, including information, documents, projections, forecasts forecasts, or other material made available to EmbraerPACI, EAH or the Company or any of their respective its Affiliates or Representatives in any “data rooms,” management presentations presentations, or otherwise in connection with the Transactions transactions contemplated in this Agreement and the Ancillary Agreements and no statement contained in any of such materials material 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 any Party in executing, delivering delivering, or performing this Agreement, the Ancillary Agreements or the Transactionstransactions 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 projections, or other predictions, any data, any financial information or any memoranda or offering materials material or presentations, including any offering memorandum or similar materials, materials made available by or on behalf of Zanite such Group Company are not and shall not be deemed to be or to include representations or warranties of Zanite the Group Companies or any other personPerson, and are not and shall not be deemed to be relied upon by Embraer, EAH or the Company any Party in executing, delivering delivering, or performing this Agreement, the Ancillary Agreements Agreements, or the Transactions.