No Additional Representations; Disclaimer Regarding Estimates and Projections Sample Clauses

No Additional Representations; Disclaimer Regarding Estimates and Projections. (i) Investor acknowledges that none of Seller or any of its Affiliates (including the FinanceCo Companies and Seller's other Subsidiaries) or Representatives or other Person acting on behalf of Seller or such Affiliate (collectively, the "Seller Group Persons"), has made any representation or warranty, express or implied, as to the (A) condition, merchantability, suitability or fitness for a particular purpose of any of the assets used or held by the FinanceCo Companies or their Affiliates or (B) accuracy or completeness of any information regarding any FinanceCo Company or their Affiliates, in each case except that Seller and the Company have made the representations expressly set forth in this Agreement. Investor represents that it has not relied, and will not rely, on any representation or warranty of any Seller Group Person, except for the express representations of Seller and the Company contained in this Agreement, as it may hereafter be amended. Investor further agrees that no Seller Group Person will have or be subject to any liability to such Persons or any other Person resulting from the distribution to such Persons, or such Persons' use of, any such information, including the Confidential Information Package regarding the Company dated November 2005, the Financial Projections Package and Supplemental Information Package dated November 2005 and any information, document, or material made available to such Persons in certain "data rooms," management presentations or any other form, at any time prior to the date hereof, in expectation of the transactions contemplated by this Agreement.
Sample 1See All (4)
AutoNDA by SimpleDocs
No Additional Representations; Disclaimer Regarding Estimates and Projections. Buyer acknowledges that neither Kraft nor KFBC, nor any other person or entity acting on behalf of Sellers or any Affiliate of Sellers (i) has made any representation or warranty express or implied, including any implied representation or warranty, as to the condition, merchantability, suitability or fitness for a particular purpose of any of the assets used in the Business or the UK Business or held by the Companies and the Subsidiary, or the Other Assets, or (ii) has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Business, the UK Business, the Other Assets, the Companies, or the Subsidiary, in each case except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be set forth in the Schedules hereto. Buyer further agrees that neither Kraft, KFBC nor any other person or entity 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, including the Information Memorandum prepared by 44 Wassxxxxxxx Xxxxxxx & Xo. dated June 1995 (the "Information Memorandum") and any information, document, or material made available to Buyer in certain "data rooms," management presentations or any other form in expectation of the transactions contemplated by this Agreement. In connection with Buyer's investigation of the Companies and the Subsidiary, Buyer has received from or on behalf of Sellers certain projections, including projected statements of operating revenues, variable contribution, and income from operations of the UK Business, and the Companies and the Subsidiary for the fiscal year ending in December 1995 and for subsequent fiscal years and certain business plan information for such fiscal year and succeeding fiscal years. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its 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 Buyer shall have no claim against Sellers with respect thereto. Accordingly, Sellers make no representation or warranty with respect to such estimates, projection...
Sample 1
No Additional Representations; Disclaimer Regarding Estimates and Projections. (a) Buyer acknowledges that, except for the representations and warranties of Seller expressly set forth in Article III of this Agreement and in the related Disclosure Schedules and any certificate delivered hereunder with respect thereto, none of the Companies, their respective Affiliates nor any other Person acting on behalf of the Companies, or any of their respective Affiliates, has made any representations or warranties, express or implied, to Buyer, and that the Companies, their respective Affiliates and all other Persons acting on behalf of the Companies and their respective Affiliates, have disclaimed any such other representations or warranties.
Sample 1
No Additional Representations; Disclaimer Regarding Estimates and Projections. (a) Buyer acknowledges that none of Seller or the Company, their Affiliates or any other Person acting on behalf of Seller or the Company (i) has made any representation or warranty, express or implied, including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the assets used in the Business or any Non-Core Store or held by the Company or (ii) has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Business or any Non-Core Store, Seller, the Company or any of their Affiliates, in each case except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be disclosed on the Schedules hereto. Buyer further agrees that none of Seller or the Company, or any other Person acting on behalf of Seller or the Company, will have or be subject to any liability, except as specifically set forth in this Agreement, to Buyer or any other Person resulting from the distribution to Buyer, for Buyer's use, of any such information, including any information memorandum distributed by Houlxxxx Xxxex Xxxxxx & Xukix, xxd any information, document, or material made available to Buyer in certain "data rooms," management presentations or any other form in expectation of the transactions contemplated by this Agreement.
Sample 1
No Additional Representations; Disclaimer Regarding Estimates and Projections. (i) Investor acknowledges that, except as provided herein and in any certificate delivered pursuant to the terms of any Transaction Document, no member of the Parent Group, Affiliate thereof (including Parent, Seller and the GMACCH Companies) or Person acting on behalf of any such member or Affiliate (collectively, the “Parent Group Persons”), has made any representation or warranty, express or implied, including, without limitation, any representation as to the (A) condition, merchantability, suitability or fitness for a particular purpose of any of the assets used or held by the GMACCH Companies or their Affiliates or (B) accuracy or completeness of any information regarding any GMACCH Company or their Affiliates, in each case except as expressly set forth in this Agreement.
Sample 1
No Additional Representations; Disclaimer Regarding Estimates and Projections. (a) Buyer and Acquisition Sub acknowledge that none of the Company, any Company Subsidiary, their respective Affiliates or any other Person acting on behalf of any of them has made (i) any representation or warranty, express or implied, including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Assets of or held by the Company or any Company Subsidiary, or (ii) any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company Affiliates, any of their respective Affiliates or the Business, in each case except as expressly set forth in this Agreement or any ancillary agreement or Exhibit delivered in connection herewith or as and to the extent required by this Agreement to be disclosed on the Company Disclosure Letter hereto. Buyer and Acquisition Sub further agree that none of Company, any Company Subsidiary, their respective Affiliates or any other Person acting on behalf of any of them will have or be subject to any Liability, except as specifically set forth in this Agreement or claims of fraud, to Buyer,
Sample 1
No Additional Representations; Disclaimer Regarding Estimates and Projections. (a) The Purchaser acknowledges that none of the Seller, its Affiliates or any other Person acting on behalf of the Seller (i) has made any representation or warranty, express or implied, including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Purchased Assets or (ii) has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Seller, or the Business, in each case except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be disclosed on the Disclosure Schedule. The Purchaser further agrees that none of the Seller or any other Person acting on behalf of the Seller will have or be subject to any Liability, except as specifically set forth in this Agreement, to the Purchaser or any other Person resulting from the distribution to the Purchaser, of any information, document or material made available to the Purchaser.
Sample 1
AutoNDA by SimpleDocs
No Additional Representations; Disclaimer Regarding Estimates and Projections. (a) NC acknowledges that XX Xxxxx has not made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding XX Xxxxx'x Pollution Control Services Business or the Optioned Assets to be acquired by NC except as expressly set forth in this Agreement or the Transaction Documents or as and to the extent required by this Agreement or the Transaction Documents to be set forth in the Schedules and Exhibits hereto and thereto.
Sample 1
No Additional Representations; Disclaimer Regarding Estimates and Projections. (a) Each of the Buyers and each of the Acquisition Subs acknowledge that none of Seller, any of the Companies, any of their affiliates or any other Person acting on behalf of Seller or any of the Companies (i) has made any representation or warranty, express or implied, including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the assets used in the business of or held by any of the Companies or (ii) has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller or any of the Companies, their business or any of their affiliates, in each case except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be disclosed on the Disclosure Schedule hereto. Each of the Buyers and each of the Acquisition Subs further agree that none of Seller, any of the Companies, any of their affiliates or any other Person acting on behalf of Seller or any of the Companies will have or be subject to any liability, except as specifically set forth in this Agreement, to any of the Buyers, any of the Acquisition Subs or any other Person resulting from the distribution to any Buyer, for any Buyer's use, of any such information, including any information, document or material made available to any Buyer by Xxxxxxxxx, Xxxxxx & Xxxxxxxx, or in any "data rooms," management presentations or any other form in expectation of the transactions contemplated by this Agreement.
Sample 1

Related to No Additional Representations; Disclaimer Regarding Estimates and Projections

  • Additional Representations Section 3 is hereby amended by adding at the end thereof the following Subparagraphs:

  • No Additional Representations The Company acknowledges that the Purchaser makes no representations or warranties as to any matter whatsoever except as expressly set forth in this Agreement or in any certificate delivered by the Purchaser to the Company in accordance with the terms hereof and thereof.

  • Financial Representations Included with the Pubco SEC Documents are true, correct, and complete copies of audited balance sheets for Pubco dated as of December 31, 2009 and unaudited balance sheets for Pubco dated as of June 30, 2010. (the “Pubco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for the fiscal year and interim period then ended (collectively, the “Pubco Financial Statements”). The Pubco Financial Statements:

  • Environmental Representations Except as disclosed on Schedule 6.17 to this Agreement:

  • Representations, Warranties and Covenants of the Operating Advisor (a) The Operating Advisor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Additional Representations and Covenants of the Distributor The Distributor hereby represents, warrants and covenants to the Trust, which representations, warranties and covenants shall be deemed to be continuing throughout the term of this Agreement, that:

  • No Additional Representations and Warranties Except as otherwise expressly provided in this Article IV (as modified by the Company Schedules), the Company expressly disclaims any representations or warranties of any kind or nature, express or implied, including as to the condition, value or quality of the Company or the Company’s assets, and the Company specifically disclaims any representation or warranty with respect to merchantability, usage, suitability or fitness for any particular purpose with respect to the Company’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent, it being understood that such subject assets are being acquired “as is, where is” on the Closing Date, and in their present condition, and Acquiror and Merger Sub shall rely on their own examination and investigation thereof. None of the Company’s Affiliates or any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to Acquiror or its Affiliates, and no such party shall be liable in respect of the accuracy or completeness of any information provided to Acquiror or its Affiliates.

  • Additional Representation Section 3 is amended by the addition at the end thereof of the following additional representations (provided that the representation in Section 3(h) will be made by Party A only):

  • No Additional Representation or Warranties Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, 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 Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Time is Money Join Law Insider Premium to draft better contracts faster.