Common use of No Additional Representations Clause in Contracts

No Additional Representations. Except for the representations and warranties made by the Company in this Article II, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the Investors, or any of their Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors or any of their Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors and their Affiliates to rely on the representations and warranties expressly set forth in this Article II, nor will anything in this Agreement operate to limit any claim by any Investor or any of its respective Affiliates for Fraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IIII and in any certificate delivered to the Purchaser in connection with this Agreement, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby, or the accuracy or completeness thereof. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement and in any certificate delivered to the Purchaser as may be required by this Agreement, nor will anything in this Agreement operate to limit any claim by any Investor Purchaser or any of its respective Affiliates for Fraudfraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IIII and in any certificate delivered to the Purchaser in connection with this Agreement, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement and in any certificate delivered to the Purchaser in connection with this Agreement, nor will anything in this Agreement operate to limit any claim by any Investor Purchaser or any of its respective Affiliates for Fraudfraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IISection 2.1, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, with respect to (ai) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (bii) any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement or in any certificate delivered pursuant hereto, nor will anything in this Agreement operate to limit any claim by any Investor the Purchaser or any of its respective Affiliates for Fraudfraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IISection 2.1, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchasers, or any of their respective Affiliates or representatives, with respect to (ai) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (bii) any oral or written information presented to the Investors Purchasers or any of their respective Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchasers and their respective Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement or in any certificate delivered pursuant hereto, nor will anything in this Agreement operate to limit any claim by any Investor Purchaser or any of its respective Affiliates for Fraudactual and intentional fraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IISection 2.1, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, assets liabilities, employees, employee benefit plans, conditions condition or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the Initial Investors, or any of their respective Affiliates or representatives, representatives with respect to (ai) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (bii) except for the representations and warranties made by the Company in this Section 2.1, any oral or written information presented to the Investors Initial Investors, or any of their respective Affiliates or representatives representatives, in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Initial Investors and their Affiliates to rely on the representations representations, warranties, covenants and warranties agreements made to the Initial Investors expressly set forth in this Article IIthe Transaction Documents or in any certificate delivered thereunder, nor will anything in this Agreement operate to limit any claim by any Investor or any of its respective Affiliates the Initial Investors for Fraudfraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article II, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement, nor will anything in this Agreement operate to limit any claim by any Investor or any of its respective Affiliates the Purchaser for Fraudintentional and actual fraud solely with respect to the representations and warranties made by the Company is this Article II.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IISection 2.1, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, with respect to (ai) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (bii) any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement or in any certificate delivered pursuant hereto, nor will anything in this Agreement operate to limit any claim by any Investor the Purchaser or any of its respective Affiliates for Fraudactual and intentional fraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article II, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated herebyContemplated Transactions. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants, and warranties agreements expressly set forth in this Article IIAgreement, nor will anything in this Agreement operate to limit any claim by any Investor Purchaser or any of its respective Affiliates for Fraudactual and intentional fraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article II, neither the Company nor any other Person person makes any express or implied representation or warranty with respect to the any Company or any Subsidiaries Group Member or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospectsprospects in connection with the transactions contemplated hereby, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person person makes or has made any representation or warranty to the InvestorsPurchasers, or any of their Affiliates or representatives, with respect to (ai) any financial projection, forecast, estimate, budget or prospect information relating to the any Company Group Member or any of its Subsidiaries or their respective business, or (bii) except for the representations and warranties made by the Company in this Article II, any oral or written information presented to the Investors Purchasers or any of their Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors each Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement or in any certificate delivered pursuant hereto, nor will anything in this Agreement operate to limit any claim by any Investor such Purchaser or any of its respective Affiliates for Fraudfraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article II, neither the Company nor any other Person person makes any express or implied representation or warranty with respect to the any Company or any Subsidiaries Group Member or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospectsprospects in connection with the transactions contemplated hereby, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person person makes or has made any representation or warranty to the InvestorsPurchasers, or any of their Affiliates or representatives, with respect to (ai) any financial projection, forecast, estimate, budget or prospect information relating to the any Company Group Member or any of its Subsidiaries or their respective business, or (bii) except for the representations and warranties made by the Company in this Article II, any oral or written information presented to the Investors Purchasers or any of their Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors each Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement or in any certificate delivered pursuant hereto, nor will anything in this Agreement operate to limit any claim by any Investor such Purchaser or any of its respective Affiliates for Fraud.fraud. ARTICLE III

No Additional Representations. Except for the representations and warranties made by the Company in this Article IISection 2.1, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their respective Affiliates or representatives, with respect to (ai) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, business or (bii) any oral or written information presented to the Investors Purchasers or any of their respective Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors and their Affiliates Purchasers to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement or in any certificate delivered pursuant hereto, nor will anything in this Agreement operate to limit any claim by any Investor Purchaser for actual fraud (involving scienter) in the making of the representations and warranties of the Company set forth in this Agreement or in any of its respective Affiliates for Fraudcertificate delivered hereunder.

No Additional Representations. Except for the representations and warranties made by the Company in this Article II, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchasers, or any of their its Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors Purchasers or any of their Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors any Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement, nor will anything in this Agreement operate to limit any claim by any Investor Purchaser or any of its respective Affiliates for Fraudactual and intentional fraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article II, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement, nor will anything in this Agreement operate to limit any claim by any Investor Purchaser or any of its respective Affiliates for Fraudactual and intentional fraud.