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

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. Except for the specific representations and warranties expressly made by the Company Target in Article IIIthis Agreement or the Disclosure Schedules, (a) neither Company, its Subsidiaries nor any Securityholder makes 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 Company and its SubsidiariesTarget, the Target’s assets or businesses, or their any other related 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 CompanyTarget’s businesses, 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) regarding the Target or the Target’s assets or businesses furnished to Parent or its representatives or made available to Parent and its representatives Merger Sub in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactiontransactions contemplated hereby, or in respect of any other matter or thing whatsoever, and (b) no officer, agent, representative or employee Representative of Company or its Subsidiaries the Target nor any other Person 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 providedAgreement. Parent is and Merger Sub are engaging in the transactions contemplated hereby by this Agreement subject only to the specific representations and warranties contained in Article IIIV, as further limited by the specifically bargained-for exclusive remedies (subject to Section 8.10) as set forth in this Article VIIIIX. In addition, the Company for itself and for its Subsidiaries and Securityholders Target has disclaimed and does hereby disclaim any representation or warranty made by any Representative of the Target or any other Person that is not contained in Article III. V. Therefore, each of Parent agrees and Merger Sub disclaim (y) that it relies upon or has relied upon any representations or warranties not contained in Article III V that may have been made by any Representative of the Target or any other Person, and (z) that Company the Target 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.V.

No Additional Representations; Non-Reliance. Except for the specific representations and warranties expressly made by the Company Kodak in Article IIISection 4.1, (a) neither Company, its Subsidiaries nor any Securityholder makes Kodak does not make and has not made any representation or warranty, express or implied, at Law law or in equity, in respect of Kodak, the Company and its SubsidiariesAssigned Patents, the Assigned Contract, the Assumed Liabilities, or their any other or related 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 Companyits business, 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) regarding Kodak or its business furnished to Parent Buyer or its representatives or made available to Parent Buyer 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 Kodak has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Assignment Agreement and subject to the limited remedies herein provided. Parent Buyer is acquiring the Assigned Patents, the Assigned Contract, assuming the Assumed Liabilities and otherwise engaging in the transactions contemplated hereby Transaction subject only to the specific representations and warranties contained in Article IIISection 4.1, as further limited by the specifically bargained-for exclusive remedies (subject to Section 8.10) as set forth in this Article VIIIVI. In addition, the Company for itself and for its Subsidiaries and Securityholders Kodak 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 IIISection 4.1.