No Additional Representations; Non-Reliance Sample Clauses
No Additional Representations; Non-Reliance. (a) Each of Parent, the Parent GP and Merger Sub acknowledges that none of the Partnership, Partnership GP or Partnership Managing GP makes any representation or warranty as to any matter whatsoever except as expressly set forth in Article III or in any certificate delivered by the Partnership to Parent, the Parent GP or Merger Sub in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that none of the Partnership, Partnership GP or Partnership Managing GP makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered or made available to Parent, the Parent GP or Merger Sub (or any of their respective affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Partnership and the Partnership Subsidiaries or (ii) the future business and operations of the Partnership and the Partnership Subsidiaries, including as to the accuracy or completeness thereof and the reasonableness of the assumptions underlying such projections, estimates, forecasts, plans, results, prospects or budgets, and neither Parent, the Parent GP nor Merger Sub has relied on such information or any other representation or warranty not set forth in Article III.
(b) Each of Parent, the Parent GP and Merger Sub have conducted their own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Partnership and the Partnership Subsidiaries and acknowledge that Parent, the Parent GP and Merger Sub have been provided access for such purposes. Except for the representations and warranties expressly set forth in Article III or in any certificate delivered by the Partnership to Parent, the Parent GP or Merger Sub in accordance with the terms hereof, in entering into this Agreement, each of Parent, the Parent GP and Merger Sub have relied solely upon its independent investigation and analysis of the Partnership and the Partnership’s Subsidiaries, and Parent, the Parent GP and Merger Sub acknowledge and agree that they have not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, or information supplied, made by the Partnership, its Subsidiaries, or any of their respective affiliates, equityholders, controlling persons or r...
No Additional Representations; Non-Reliance. The Investor acknowledges and agrees that, except as expressly set forth in Article III, no Person is making or has made any other written or oral representation or warranty, express or implied, of any nature whatsoever, with respect to the Company or its Subsidiaries or the transactions contemplated hereby, and the Investor disclaims that it is relying on or has relied on any such representation or warranty as an inducement to enter into this Agreement or otherwise.
No Additional Representations; Non-Reliance. Except for the specific representations and warranties expressly made by the Company in Article III, (a) neither Company, its Subsidiaries nor any Securityholder makes and has not made any representation or warranty, express or implied, at Law or in equity, in respect of the Company and its Subsidiaries, or their assets, liabilities, operations, prospects or conditions (financial or otherwise) or any other matter, including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business of the Company, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) furnished to Parent or its representatives or made available to Parent and its representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transaction, or in respect of any other matter or thing whatsoever, and (b) no officer, agent, representative or employee of Company or its Subsidiaries has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided. Parent is engaging in the transactions contemplated hereby subject only to the specific representations and warranties contained in Article III, as further limited by the specifically bargained-for exclusive remedies (subject to Section 8.10) as set forth in this Article VIII. In addition, the Company for itself and for its Subsidiaries and Securityholders has disclaimed and does hereby disclaim any representation or warranty made by any Person that is not contained in Article III. Parent agrees (y) that it relies upon or has relied upon any representations or warranties not contained in Article III that may have been made by any Person, and (z) that Company has any obligation or duty to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties not contained in Article III.
No Additional Representations; Non-Reliance. Such Purchaser acknowledges and agrees that, except as expressly set forth in Section 5, no Person is making or has made any other written or oral representation or warranty, express or implied, of any nature whatsoever, with respect to the Company or its Subsidiaries or the transactions contemplated hereby, and such Purchaser disclaims that it is relying on or has relied on any such representation or warranty as an inducement to enter into this Agreement or otherwise.
No Additional Representations; Non-Reliance. Except for the specific representations and warranties expressly made by the Target in this Agreement or the Disclosure Schedules, (a) the Target does not make and has not made any representation or warranty, express or implied, at Law or in equity, in respect of the Target, the Target’s assets or businesses, or any other related assets, liabilities, operations, prospects or conditions (financial or otherwise),
No Additional Representations; Non-Reliance. Buyer acknowledges that it and its Representatives have been permitted full and complete access to the office, properties, books and records, Contracts and other documents and data related to the Business that Buyer and its Representatives have requested to review, and that Buyer and its Representatives have had a full opportunity to meet with officers and employees of Seller to discuss the Business, the Purchased Assets and the Assumed Liabilities. Buyer acknowledges that, except as expressly set forth in Article III (as qualified by the Disclosure Schedules), none of Seller, any Affiliate of Seller, or any other Person has made or makes any representation or warranty, expressed or implied, either written or oral, regarding the Business, the Purchased Assets, the Assumed Liabilities or the accuracy or completeness of any information furnished or made available to Buyer and its Representatives and none of Seller, any Subsidiary or Affiliate of Seller or any other Person shall have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its Representatives, or Buyer’s use of, any information, documents or material made available to Buyer and its Representatives in certain virtual or physical “data rooms,” visits to any offices, or in any other form in expectation of the transactions contemplated by this Agreement. Except for the representations and warranties contained in Article III (as qualified by the Disclosure Schedules), Buyer has not relied on any representation or warranty from Seller, any Affiliate of Seller or any other Person with respect to the Purchased Assets or any aspect of the Business, or the accuracy and/or the completeness of any information regarding the Purchased Assets, the Assumed Liabilities or the Business made available to Buyer and its Representatives in determining whether to enter into this Agreement.
No Additional Representations; Non-Reliance. Buyer acknowledges that it and its Representatives have been permitted full and complete access to the office, properties, books and records, Contracts and other documents and data related to the Business that Buyer and its Representatives have requested to review, and that Buyer and its Representatives have had a full opportunity to meet with officers and employees of Seller to discuss the Business, the Purchased Assets and the Assumed Liabilities. Buyer acknowledges that, except as expressly set forth in Article III (as qualified by the Disclosure Schedules), none of Seller, any Affiliate of Seller, or any other Person has made or makes any representation or warranty, expressed or implied, either written or oral, regarding the Business, the Purchased Assets, the Assumed Liabilities or the accuracy or completeness of any information furnished or made available to Buyer and its Representatives and none of Seller, any Subsidiary or Affiliate of Seller or any other Person shall have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its Representatives, or Buyer’s use of, any information, documents or material made available to Buyer and its Representatives in certain virtual or physical “data rooms,” visits to any offices, or in any other form in expectation of the transactions contemplated by this Agreement. Except for the representations and warranties contained in Article III (as qualified by the Disclosure Schedules), Buyer has not relied on any representation or warranty from Seller, any Affiliate of Seller or any other Person with respect to the Purchased Assets or any aspect of the Business, or the accuracy and/or the completeness of any information regarding the Purchased Assets, the Assumed Liabilities or the Business made available to Buyer and its Representatives in determining whether to enter into this Agreement.