No Additional Representations; No Reliance. (a) Seller acknowledges and agrees that neither Buyer nor any of its Subsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer or other matters that is not specifically included in this Agreement or the Buyer’s Disclosure Letter. Without limiting the generality of the foregoing, neither Buyer nor its Subsidiaries nor any other Person has made a representation or warranty to Seller with respect to, and neither Buyer nor its Subsidiaries nor any other Person, shall be subject to any liability to Seller or any other Person resulting from, Buyer or its representatives making available to Seller, (i) any projections, estimates or budgets related to Buyer or Buyer’s business, or (ii) any materials, documents or information relating to Buyer or Buyer’s business made available to Seller or its counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV of this Agreement. In connection with Seller’s investigation of Buyer or Buyer’s business, Buyer has delivered, or made available to Seller and its respective Affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer and its Subsidiaries and certain business plan information of Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller is familiar with such uncertainties, that Seller 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, and that Seller and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller acknowledges that neither Buyer nor any of its representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans.
(b) In furtherance of the foregoing, Seller acknowledges that it is not relying on any representation or warranty of Buyer other than those representations and warranties specifically set fort...
No Additional Representations; No Reliance. EACH OF THE COMPANY AND MERGER SUB ACKNOWLEDGES AND AGREES THAT: (A) NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SPAC IN THIS ARTICLE II AND IN THE OTHER TRANSACTION DOCUMENTS TO WHICH THE SPAC IS A PARTY, NONE OF THE SPAC OR ANY AFFILIATE THEREOF NOR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE SPAC OR ANY OTHER PERSON OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE SPAC OR ANY OF ITS RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING; (B) THE COMPANY HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY FROM THE SPAC STOCKHOLDERS, THE SPAC OR ANY OTHER PERSON IN DETERMINING TO ENTER INTO THIS AGREEMENT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) NONE OF THE SPAC STOCKHOLDERS, THE SPAC OR ANY OTHER PERSON WILL HAVE, OR BE SUBJECT TO, ANY LIABILITY TO THE COMPANY OR MERGER SUB OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO, OR USE BY, THE COMPANY OR MERGER SUB OF ANY INFORMATION REGARDING THE SPAC FURNISHED OR MADE AVAILABLE TO THE COMPANY OR MERGER SUB AND ITS REPRESENTATIVES, INCLUDING ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE COMPANY OR MERGER SUB IN ANY DATA ROOM, MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT IN THE CASE OF FRAUD. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SPAC IN THIS ARTICLE II AND IN THE OTHER TRANSACTION DOCUMENTS TO WHICH THE SPAC IS A PARTY, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY THE SPAC.
No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that except for the representations and warranties expressly set forth in Article II and Article III and the certificate delivered pursuant to Section 6.02(c), neither Seller nor any Group Company nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, the Transferred Equity Interests or the Group Companies, or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect to the accuracy or completeness of any other information provided or made available to Purchaser, its Affiliates or any of their respective representatives by or on behalf of Seller or any Group Company, and that any such representations or warranties are expressly disclaimed.
(b) Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither Seller nor any Group Company nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, the Group Companies or the business of the Group Companies (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly set forth in Article II or Article III or the certificate delivered pursuant to Section 6.02(c), any other information relating to Seller, the Transferred Equity Interests or the Group Companies, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Tran...
No Additional Representations; No Reliance. (a) Sellers acknowledge and agree that except for the representations and warranties expressly set forth in Article 4 or any other Transaction Agreement, neither Purchaser, any of its Subsidiaries nor any other Person on Purchaser’s behalf has made or makes, and Sellers have not relied upon, any representation or warranty, whether express or implied, with respect to Purchaser, or any matter relating to Purchaser, including its businesses, results of operations, financial condition and prospects, or with respect to the accuracy or completeness of any other information provided or made available to Sellers or their respective Affiliates or any of their respective representatives by or on behalf of Purchaser, and that any such representations or warranties are expressly disclaimed.
(b) Sellers further acknowledge and agree that no representative of Purchaser or its Subsidiaries has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement.
No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that neither Seller nor the Company, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Shares or the business of the Company and the Company Subsidiary or other matters that is not specifically included in this Agreement or the Seller Disclosure Schedule. Without limiting the generality of the foregoing, neither Seller nor the Company nor any other Person has made a representation or warranty to Purchaser with respect to, and neither Seller nor any other Person shall be subject to any liability to Purchaser or any other Person resulting from, Seller or the Company making available to Purchaser (i) any projections, estimates or budgets for the business of the Company and the Company Subsidiary or (ii) any materials, documents or information relating to Seller, the Company, the Company Subsidiary or the business of the Company and the Company Subsidiary made available to Purchaser or its counsel, accountants or advisors in certain "data rooms", offering memoranda, confidential information memoranda, management presentations, discussions or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article II or III or Section 5.04 of this Agreement.
(b) In connection with Purchaser's investigation of the business of the Company and the Company Subsidiary, Seller has delivered, or made available to Purchaser and its affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Seller and the Company relating to the business of the Company and the Company Subsidiary and certain business plan information of such business. Purchaser acknowledges that (i) there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them and (ii) none of Seller, the Company or any of their respective representatives, agents or affiliates has made any representation or warranty with respect to such projections and other forecast and plans.
(c) Notwithstanding anything contained in this Agreement, it is the explicit intent of the parties hereto that neither Seller nor the Company is making any representation or warranty whatsoever, express or implied, beyond those expressly given in Articles II and III and Section 5.04 of...
No Additional Representations; No Reliance. Except as provided in this Agreement and any Transaction Document to which any Squirrel Company, their Affiliates, or any of their respective directors, managers, officers, employees, equityholders, partners, members or Representatives is a party, each Squirrel Company, its Affiliates and their respective directors, managers, officers, employees, equityholders, partners, members or Representatives have not made, and are not making, any representation or warranty whatsoever to the Company or its Affiliates.
No Additional Representations; No Reliance. Buyer acknowledges that neither the Company nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company or other matters that is not specifically included in this Agreement or the Disclosure Schedule.
No Additional Representations; No Reliance. The Buyer acknowledges and agrees that except for the representations and warranties made by the Company in Article II and by the Seller in Article III, none of the Company, any of its Subsidiaries, the Seller or any other person makes any other express or implied representation or warranty with respect to the Company Group or its businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company Group, notwithstanding the delivery or disclosure to the Buyer or any of its representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. In furtherance of the foregoing, the Buyer acknowledges and represents that it is not relying on any representation or warranty of the Company, its Subsidiaries or the Seller other than those representations and warranties specifically set forth in Article II and Article III.
No Additional Representations; No Reliance. Purchaser acknowledges and agrees that, except for the representations and warranties contained in Article III, neither the Seller Parties nor any of their respective Affiliates has made any express or implied representation or warranty under this Agreement with respect to the Seller Parties, the Transferred Assets, or with respect to any other information provided, or made available, to Purchaser or any of its Affiliates, agents or representatives. Purchaser further acknowledges and agrees that (a) none of the Seller Parties, its Affiliates or any other Person will have or be subject to any liability or other obligation to Purchaser, its Affiliates, agents or representatives or any Person under this Agreement resulting from Purchaser’s use of, or the use by any of its Affiliates or representatives of any such information, including information, documents, projections, forecasts or other material made available to Purchaser, its Affiliates or representatives in any “data rooms,” management presentations or otherwise in connection with the transactions contemplated by this Agreement, unless any such information is expressly and specifically included in a representation or warranty contained in Article III, of this Agreement and (b) except as contained in this Agreement, neither the Seller Parties nor any of their respective Affiliates makes any express or implied representation or warranty under this Agreement with respect to Excluded Assets.
No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that except for the representations and warranties expressly set forth in Article II (
