No Additional Representations; Disclaimer Sample Clauses
The "No Additional Representations; Disclaimer" clause establishes that the parties are not relying on any statements, promises, or representations outside of those expressly included in the contract. In practice, this means that only the written terms of the agreement are binding, and any prior discussions, negotiations, or informal assurances are excluded from consideration. This clause serves to prevent disputes over alleged verbal or implied commitments, ensuring that the contract is the sole source of obligations and expectations between the parties.
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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. 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. 5.9.1 In making its determination to proceed with the transactions set forth in this Agreement, the Purchaser (a) has relied solely on the results of its own independent investigation and verification and the representations and warranties of the Company and the Sellers expressly and specifically set forth in Article III and Article IV as qualified by the Company’s and the Sellers’ Disclosure Schedules, and (b) has not relied on the accuracy or completeness of any other information provided to (or otherwise acquired by) the Purchaser. The representations and warranties of the Company and the Sellers expressly and specifically set forth in Article III and Article IV, as qualified by the Company’s and the Sellers’ Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind of the Company and the Sellers in connection with the transactions set forth in this Agreement, and all other representations, warranties, and statements (including by omission) of any kind or nature express or implied in connection with the transactions set forth in this Agreement are specifically disclaimed by the Sellers, including, for the avoidance of doubt, with respect to the accuracy or completeness of any other information provided to (or acquired by) the Purchaser.
5.9.2 Except for the representations and warranties of the Company and the Sellers expressly and specifically set forth in Article III and Article IV, as qualified by the Company’s and the Sellers’ Disclosure Schedules, none of the Sellers, the Sellers’ Representative, the Company nor any other Person, whether in any individual, corporate or any other capacity, is making, and the Purchaser is not relying on, any representations, warranties, or other statements (including by omission) of any kind whatsoever, whether oral or written, express or implied, statutory or otherwise, as to any matter concerning the Sellers or the Company or in this Agreement or the transactions set forth in this Agreement, or the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser.
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. 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 ▇▇▇▇▇▇▇, ▇▇▇▇▇ & 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. 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. 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. (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. CPE acknowledges and agrees that none of CSSE, any of its Affiliates or any Representatives of any of the foregoing (a) has made (and CPE hereby disclaim reliance on) any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding CSSE or the CSSE VOD Business, except as expressly set forth in ARTICLE 4 of this Agreement and qualified by the CSSE Disclosure Schedules. In connection with CPE’s and its Affiliates’ investigation of CSSE and the CSSE VOD Business, CPE and its Affiliates have received from or on behalf of CSSE certain projections, including projected statements of operating revenues and income from operations of CSSE and certain business plan information of CSSE. CPE acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that CPE and its Affiliates’ are familiar with such uncertainties, that CPE 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 CPE and its Affiliates shall have no claim against CSSE, any of its Affiliates or any Representatives of the foregoing with respect thereto.
No Additional Representations; Disclaimer. 55 ARTICLE XI DEFINITIONS..................................................... 57