Common use of No Implied Representation Clause in Contracts

No Implied Representation. NOTWITHSTANDING ANYTHING CONTAINED IN THIS ARTICLE 2 OR ANY OTHER PROVISION OF THIS AGREEMENT, (a) THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER ANY OF SANTA XXXX, EV3 TECHNOLOGIES, PARENT NOR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS, OR REPRESENTATIVES IS MAKING, WHETHER CONTAINED IN OR REFERRED TO IN THE EVALUATION MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY MARKET DATA, MARKET ANALYSIS OR PROJECTIONS RELATED THERETO, THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED TO BUYER OR ANY OF ITS AFFILIATES, AGENTS OR REPRESENTATIVES, ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN IN THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OR REPRESENTATION AS TO THE VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE ASSIGNED ASSETS. SECTION 3

No Implied Representation. NOTWITHSTANDING ANYTHING CONTAINED IN THIS ARTICLE 2 III OR ANY OTHER PROVISION OF THIS AGREEMENT, (aI) THE PARTIES ACKNOWLEDGE BUYER ACKNOWLEDGES AND AGREE AGREES THAT NEITHER NONE OF SELLER OR ANY OF SANTA XXXX, EV3 TECHNOLOGIES, PARENT NOR ANY OF THEIR RESPECTIVE ITS AFFILIATES, AGENTS, AGENTS OR REPRESENTATIVES IS MAKING, WHETHER CONTAINED IN CONTAINED, OR REFERRED TO IN THE EVALUATION MATERIALS, INCLUDING, BUT NOT LIMITED TO, IN ANY MARKET DATA, MARKET ANALYSIS OR PROJECTIONS RELATED THERETO, DUE DILIGENCE MATERIALS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED TO BUYER OR ANY OF ITS AFFILIATES, AGENTS OR REPRESENTATIVES, REPRESENTATIVES ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIEDIMPLIED (INCLUDING, BEYOND THOSE EXPRESSLY GIVEN IN THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OR REPRESENTATION AS TO THE VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE ASSIGNED PURCHASED ASSETS. SECTION 3) BEYOND THOSE EXPRESSLY GIVEN BY SELLER IN THIS ARTICLE III AND (II) IT IS UNDERSTOOD THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III, BUYER TAKES THE BUSINESS AND THE PURCHASED ASSETS "AS IS AND WHERE IS".

No Implied Representation. NOTWITHSTANDING ANYTHING CONTAINED IN THIS ARTICLE 2 III OR ANY OTHER PROVISION OF THIS AGREEMENT, (a) THE PARTIES AGREEMENT BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT NEITHER NONE OF SELLER OR ANY OF SANTA XXXX, EV3 TECHNOLOGIES, PARENT NOR ANY OF THEIR RESPECTIVE ITS AFFILIATES, AGENTS, EMPLOYEES OR REPRESENTATIVES IS MAKING, WHETHER CONTAINED IN OR REFERRED TO IN THE EVALUATION MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY MARKET DATA, MARKET ANALYSIS OR PROJECTIONS RELATED THERETO, MATERIALS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED TO BUYER OR ANY OF ITS AFFILIATES, AGENTS OR REPRESENTATIVESREPRESENTATIVES (INCLUDING WITHOUT LIMITATION THE CONFIDENTIAL OFFERING MEMORANDA RELATING TO THE BUSINESS (THE "CONFIDENTIAL OFFERING MEMORANDA") (SUCH MATERIALS COLLECTIVELY, THE "EVALUATION MATERIALS")), ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN BY SELLER IN THIS AGREEMENT, THE RECAP AGREEMENT OR AND THE ANCILLARY OPERATING AGREEMENTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OR REPRESENTATION AS TO THE VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE ASSIGNED ASSETS. SECTION 3PROPERTIES OR ASSETS OF THE BUSINESS CARRIED OUT BY SELLER.