Common use of No Other Company Representations or Warranties Clause in Contracts

No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article III, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representatives, or the use by Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representatives of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representatives, including without limitation in certain “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of any of the Transactions, other than fraud in connection therewith.

No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIIV, Parent Dimensional and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business businesses or operations, including with respect to any information provided or made available to Parent Dimensional or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, will have or be subject to any liability or indemnification obligation to Parent Dimensional or Merger Sub resulting from the delivery, dissemination or any other distribution to ParentDimensional, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates affiliates or representatives, or the use by ParentDimensional, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates affiliates or representatives of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to ParentDimensional, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates affiliates or representatives, including without limitation in certain “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of any of the Transactions, other than fraud in connection therewithtransactions contemplated by this Agreement.

No Other Company Representations or Warranties. Parent, HoldCo and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIISection 3, Parent Parent, HoldCo and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent or Merger Sub. Neither the Company nor any of its Subsidiariesoral, nor any of their respective stockholderswritten, directorsvideo, officers, employees, Affiliates, advisors, agents or representatives, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representatives, or the use by Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representatives of any information, documents, estimates, projections, forecasts electronic or other forward-looking information, business plans or other material information provided or made available to Parent, HoldCo, Merger Sub or any of their respective stockholdersRepresentatives or any oral, directorswritten, officersvideo, employeeselectronic or other information developed by Parent, Affiliates HoldCo, Merger Sub or representatives, including without limitation in certain “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of any of their respective Representatives. Parent, HoldCo and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, other than fraud each of Parent, HoldCo, Merger Sub and their respective Affiliates and Representatives have relied on the representations and warranties expressly set forth in connection therewithSection 3 and the Projections and on the results of their own independent investigation.

No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article IIIARTICLE III or in any closing certificate delivered by the Company, Parent and Merger Sub hereby acknowledge and agree that neither (a) none of the Company nor any of Company, its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Representatives or representatives, nor any other Person, Person on behalf of the Company has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent Parent, Merger Sub or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholdersRepresentatives, directorswhether prior to or after the date hereof, officersand (b) none of the Company, employeesits Subsidiaries, Affiliates, advisors, agents their respective Representatives or representatives, any other Person on behalf of the Company will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent or Parent, Merger Sub Sub, any of their respective Representatives resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub Sub, or any of their respective stockholders, directors, officers, employees, Affiliates or representativesRepresentatives, or the use by Parent, Merger Sub Sub, or any of their respective Representatives of any such information provided or made available to any of them by the Company, its Subsidiaries or their respective stockholdersRepresentatives, directors, officers, employees, Affiliates or representatives of including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or any of their respective stockholdersSubsidiaries, directors, officers, employees, Affiliates agents, representatives or representatives, including without limitation in certain “data rooms,” confidential information memoranda or management presentations advisors in anticipation or contemplation of the Merger or any of the Transactions, other than fraud in connection therewithtransactions contemplated by this Agreement.

No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIISection 5.1, Parent and Merger Sub hereby acknowledge and agree that neither the Company nor any of its Subsidiaries, nor any of their respective stockholdersshareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided provided, disclosed or made available delivered to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholdersshareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Parent or Parent, Merger Sub or any other Person resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representativesany other Person, or the use by Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of its Subsidiaries, or any of their respective stockholdersshareholders, directors, officers, employees, Affiliates Affiliates, advisors, agents or representatives of representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representatives, including without limitation any other Person in certain “data rooms,” confidential information memoranda or memoranda, management presentations or due diligence discussions in anticipation or contemplation of any of the Transactions, other than fraud in connection therewith.

No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article III, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any of their respective stockholdersshareholders, directors, officers, employees, Affiliates, advisors, agents or representativesRepresentatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholdersshareholders, directors, officers, employees, Affiliates, advisors, agents or representativesRepresentatives, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or their respective stockholdersshareholders, directors, officers, employees, Affiliates or representatives, or the use by Parent, Merger Sub or their respective stockholdersshareholders, directors, officers, employees, Affiliates or representatives of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or their respective stockholdersshareholders, directors, officers, employees, Affiliates or representatives, including without limitation in certain “data rooms,” confidential information memoranda or management presentations representatives in anticipation or contemplation of any of the Transactions, other than fraud in connection therewith.

No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIIIV, Parent and Merger Sub hereby acknowledge and agree that neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representatives, or the use by Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representatives of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representatives, including without limitation in certain “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of any of the Transactions, other than fraud in connection therewith.

No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article III, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representatives, or the use by Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representatives of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representatives, including without limitation in certain “data rooms,” confidential information memoranda or management presentations representatives in anticipation or contemplation of any of the Transactions, other than fraud in connection therewith.

No Other Company Representations or Warranties. Except for the representations and warranties of the Company set forth in Article IIIthis Agreement and any certificate or document delivered in connection with this Agreement, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent or Merger SubSub in connection with the Transactions, the Financing or any Debt Offer. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representatives, or the use by Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representatives of of, and such Persons are not relying on, any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representatives, including without limitation in certain “data rooms,” confidential information memoranda sites or management presentations in anticipation or contemplation of any of the Transactions, other than fraud in connection therewith.

No Other Company Representations or Warranties. Except for the representations and warranties of the Company set forth in Article IIIthis Agreement and any certificate or document delivered in connection with this Agreement, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates affiliates or representatives, or the use by Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates affiliates or representatives of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates affiliates or representatives, including without limitation in certain “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of any of the Transactionstransactions contemplated by this Agreement, other than fraud in connection therewith.

No Other Company Representations or Warranties. Except for the representations and warranties of the Company set forth in Article IIIthis Agreement, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, will have have, or be subject to to, any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates affiliates or representatives, or the use by Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates affiliates or representatives representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other similar material provided or made available to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates affiliates or representatives, including without limitation in certain “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of any of the Transactions, other than fraud in connection therewithTransactions contemplated by this Agreement.

No Other Company Representations or Warranties. Except for as and only to the extent expressly set forth in the representations and warranties set forth made by the Company and contained in Article IIIIV or the certificate to be provided pursuant to clause (b)(vii) of Annex A, Parent and each of Merger Sub and Parent hereby acknowledge and agree that (a) it has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company and the Company Subsidiaries, and each acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Company and the Company Subsidiaries for such purpose and in making its decision to enter into this Agreement and to consummate the Transactions, it has relied solely upon its own such investigation and (b) neither the Company nor any of its Company Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, has made or is making making, and Parent and Merger Sub have not relied upon, any other express or implied representation or warranty warranty, written or oral, at law or in equity, with respect to the Company or any of its Subsidiaries or their respective business or operationsCompany Subsidiary, including with respect to any information provided or made available to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representativesTransactions, or the use by Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representatives of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates or representatives, including without limitation in certain “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of any of the TransactionsCompany’s or Company Subsidiaries’ respective businesses, other than fraud assets, liabilities, operations, prospects, or condition (financial or otherwise), which is not set forth in connection therewith.Article IV or the certificate to be provided pursuant to clause (b)(vii) of Annex A.

No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIISection 5.1, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates affiliates or representatives, or the use by Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates affiliates or representatives of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or their respective stockholders, directors, officers, employees, Affiliates affiliates or representatives, including without limitation in certain “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of any of the Transactions, other than fraud in connection therewithtransactions contemplated by this Agreement.