Common use of No Additional Representations; Non-Reliance Clause in Contracts

No Additional Representations; Non-Reliance. (a) Each of the Partnership, Partnership GP and Partnership Managing GP acknowledges that neither Parent, the Parent GP nor Merger Sub makes any representation or warranty as to any matter whatsoever except as expressly set forth in Article IV or in any certificate delivered by Parent, the Parent GP or Merger Sub to the Partnership in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that neither Parent, the Parent GP nor Merger Sub makes any representation or warranty with respect to (i) any projections, estimates, forecasts, plans, results, prospects or budgets delivered or made available to the Partnership, the Partnership GP or Partnership Managing GP (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 Parent and its Subsidiaries or (ii) the future business and operations of Parent and its 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 none of the Partnership, Partnership GP or Partnership Managing GP have relied on such information or any other representation or warranty not set forth in Article IV.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sunoco LP), Agreement and Plan of Merger (NuStar Energy L.P.), Agreement and Plan of Merger (Sunoco LP)

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No Additional Representations; Non-Reliance. (a) Each of Parent, the Parent GP and Merger Sub acknowledges that none of the Partnership, Partnership GP and or Partnership Managing GP acknowledges that neither Parent, the Parent GP nor Merger Sub makes any representation or warranty as to any matter whatsoever except as expressly set forth in Article IV III or in any certificate delivered by the Partnership to Parent, the Parent GP or Merger Sub to the Partnership in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that neither Parentnone of the Partnership, the Parent Partnership GP nor Merger Sub or Partnership Managing GP makes any representation or warranty with respect to (i) any projections, estimates, forecasts, plans, results, prospects estimates or budgets delivered or made available to the PartnershipParent, the Partnership Parent GP or Partnership Managing GP 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 Parent the Partnership and its the Partnership Subsidiaries or (ii) the future business and operations of Parent the Partnership and its 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 none of neither Parent, the Partnership, Partnership Parent GP or Partnership Managing GP have nor Merger Sub has relied on such information or any other representation or warranty not set forth in Article IVIII.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sunoco LP), Agreement and Plan of Merger (Sunoco LP), Agreement and Plan of Merger (NuStar Energy L.P.)

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