No Additional Representations; Disclaimer. (a) Purchaser acknowledges and agrees that neither Seller nor any of its Affiliates, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller or any of their respective Affiliates or representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the Assets, the Business and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements or as and to the extent required by this Agreement to be set forth in the Company Disclosure Schedule. Purchaser further agrees that neither Seller, nor any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, or any information, document or material made available to Purchaser or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews or any other form in expectation or anticipation of the transactions contemplated by this Agreement.
(b) PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIF...
No Additional Representations; Disclaimer. (i) Except for the representations and warranties made by Parent and Merger Sub in this Section 3.02, neither Parent nor any other person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in this Section 3.02, neither Parent nor any other person makes or has made any representation or warranty to the Company or any of their Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Subsidiaries or their respective businesses, or (ii) any oral or written information presented to the Company or any of their Affiliates or representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
(ii) Parent and Merger Sub each acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its representatives have desired or requested to review, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (iv) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated by this Agreement.
(iii) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company in Section 3.01 hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, Merger Sub or any of their respective Representatives. Without limiting the generality of the foregoing, each of Par...
No Additional Representations; Disclaimer. Buyer, on behalf of itself and all Buyer Parties, acknowledges and agrees that neither Seller nor any of its Affiliates or Representatives, nor any other Person acting on behalf of Seller nor any of its Affiliates or Representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller or the Company or its Subsidiaries or their respective businesses, operations or assets, except as expressly set forth in Article 3 or Article 4 (as modified by the Company Disclosure Letter), respectively. Buyer further agrees that except to the extent provided in this Agreement, neither Seller nor any of its direct or indirect Affiliates or Representatives (or any of their respective directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Buyer or any other Person resulting from any information, document or material made available to, or used by, Buyer or its Affiliates or their respective Representatives, including information, documents or materials, provided in certain “data rooms” and online “data sites,” management presentations, management interviews, or any other form in expectation or anticipation of the transactions contemplated by this Agreement.
No Additional Representations; Disclaimer. (a) Buyer acknowledges and agrees that none of the Company, Seller or any of their respective Non-Recourse Parties, nor any other Person acting on behalf of any of the foregoing Persons or any of their respective Affiliates or Representatives, has made, and Buyer is not relying on, any representation or warranty, express or implied (including as to the accuracy or completeness of any information regarding Seller, the Company Entities or their respective businesses, operations or assets), except for the representations and warranties expressly set forth in Article 3 and Article 4 of this Agreement, in the Rollover Agreements or in the Company Closing Certificate. Except in the case of Fraud, Buyer further agrees that no Company Entity or Seller or any of their respective Non-Recourse Parties will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any such information, or any information, document or material made available to Buyer or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in the Data Room, management presentations, management interviews, the confidential information memorandum, the information provided pursuant to Section 6.01 or any other form in expectation or anticipation of the purchase and sale of the Purchased Units or any of the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the agreements and covenants of Buyer contained in Section 9.01 and this Section 9.10(a) shall survive the Closing indefinitely.
(b) Buyer acknowledges and agrees that, except for the representations and warranties of the Company expressly set forth in Article 3 of this Agreement, the representations and warranties of Seller expressly set forth in Article 4 of this Agreement and the representations and warranties set forth in the Company Closing Certificate, the Purchased Units are being acquired AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. Buyer acknowledges and agrees that it is consummating the purchase and sale of the Purchased Units and the other transactions contemplated by this Agreement without reliance on any representation or warranty, express or implied, whatsoever by the Company, Seller or any of their respective Non- Recourse Parties or any of their counsel, advisors,...
No Additional Representations; Disclaimer. Buyer acknowledges and agrees that none of Seller, Stanadyne and any other Person acting on behalf of the Seller, Stanadyne or any of their respective Affiliates has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Business or the Acquired Assets, except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be set forth in the Disclosure Schedule. Without limitation of the representations and warranties set forth in §§3 and 4, Buyer further agrees that neither Seller nor any of its Affiliates will have or be subject to any liability to the Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any such information, and any information, document or material made available to Buyer or its Affiliates in certain “data rooms,” management presentations or any other form in expectation of the transactions contemplated by this Agreement.
No Additional Representations; Disclaimer. (a) Purchaser acknowledges and agrees that no Seller, nor any of their respective Affiliates or Representatives, nor any other Person acting on behalf such Seller or any of its Affiliates or Representatives, has made any (and Purchaser and its Affiliates have not relied on any) representation or warranty, express or implied, as to the accuracy or completeness of any information regarding such Seller or any of its businesses or assets, except as expressly set forth in Article 2 of this Agreement.
(b) In connection with Purchaser’s investigation of Sellers, Purchaser may have received from or on behalf of Sellers certain projections, including projected statements of operating revenues and income from operations of Sellers. Purchaser acknowledges that there are uncertainties inherent in attempting to make projections and other forecasts and plans, that Purchaser is familiar with such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that Purchaser shall have no claim against any Seller or any other Person with respect thereto. Accordingly, no Seller makes any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and Purchaser has not relied thereon.
No Additional Representations; Disclaimer. The Purchaser acknowledges and agrees that neither the Sellers nor any of the Target Companies, nor any Representative or other Person acting on behalf of the Sellers, the Target Companies or any of their respective Affiliates has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Target Companies or the Timberlands Assets, except as expressly set forth in this Agreement or any Ancillary Agreement or as and to the extent required by this Agreement to be set forth in the Seller Disclosure Letter. The Purchaser further agrees that neither the Sellers nor any of their Affiliates will have or be subject to any liability to the Purchaser or any of its Affiliates or Representatives resulting from the distribution to the Purchaser, or the Purchaser's use of, any such information, including the Confidential Information Memorandum prepared by Xxxxxxx, Xxxxx & Co. dated February 2004 and any information, document or material made available to the Purchaser or its Affiliates or Representatives in certain "data rooms," management presentations or any other form in expectation of the transactions contemplated by this Agreement.
No Additional Representations; Disclaimer. The representations and warranties of the Parties expressly and specifically set forth in this Agreement constitute the sole and exclusive representations and warranties of the Parties in connection with the transactions contemplated hereby, and each Party understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied are specifically disclaimed by the Parties. The Buyer further agrees that neither the Seller nor any of its Affiliates will have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any such information, including the Confidential Information Memorandum prepared by Credit Suisse First Boston, LLC dated February 2004 (the “Information Memorandum”) and any information, document or material made available to the Buyer or its Affiliates in certain “data rooms,” management presentations or any other form in expectation of the transactions contemplated by this Agreement.
No Additional Representations; Disclaimer. Buyer acknowledges and agrees that Seller has not, nor has any of its Affiliates or representatives, nor has any other Person acting on behalf Seller or any of its Affiliates or representatives, made any (and Buyer and its Affiliates have not relied on any) representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller or any of its businesses or assets, except as expressly set forth in this Agreement or the other Transaction Documents. Buyer acknowledges that it is relying on the express representations and warranties of the Seller set forth in Article II (including the related portions of the Disclosure Letter or any representations and warranties included in any other Transaction Document) and on its own investigation and analysis in entering into the transactions contemplated hereby.
No Additional Representations; Disclaimer. CSSE acknowledges and agrees that none of CPE, Crackle, any of their Affiliates or any Representatives of any of the foregoing has made (and CSSE and its Affiliates hereby disclaim reliance on) any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Crackle or its business or assets, except as expressly set forth in ARTICLE 2 and ARTICLE 3 and qualified by the CPE Disclosure Schedules. In connection with CSSE’s and its Affiliates’ investigation of Crackle, CSSE and its Affiliates have received from or on behalf of Crackle certain projections, including projected statements of operating revenues and income from operations of Crackle and certain business plan information of Crackle. CSSE acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that CSSE and its Affiliates’ are familiar with such uncertainties, that CSSE and its Affiliates are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that CSSE and its Affiliates shall have no claim against CPE, Crackle, any of their Affiliates or any Representatives of the foregoing with respect thereto.
