Common use of No Other Representation or Warranty Clause in Contracts

No Other Representation or Warranty. Except for the representations and warranties expressly contained in this Article V, none of Parent, Merger Sub I or Merger Sub II nor any other Person on behalf of Parent, Merger Sub I or Merger Sub II makes any express or implied representation or warranty with respect to Parent, Merger Sub I or Merger Sub II or their respective Subsidiaries or their respective businesses or with respect to any other information provided to the Company or its Representatives or Affiliates in connection with the transactions contemplated hereby. Except for the representations and warranties contained in Article IV, each of Parent, Merger Sub I and Merger Sub II acknowledges that neither the Company nor any Person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II in connection with the transactions contemplated by this Agreement. Except for the representations and warranties contained in Article IV, each of Parent, Merger Sub I and Merger Sub II acknowledges that it is not acting (including, as applicable, by entering into this Agreement or consummating the Mergers) in reliance on any other express or implied representation or warranty or any other information provided or made available to Parent, Merger Sub I or Merger Sub II in connection with the transactions contemplated by this Agreement, including any information, documents, projections, forecasts or any other material made available to Parent, Merger Sub I, Merger Sub II or their Representatives or Affiliates in certain “data rooms” or management presentations.

No Other Representation or Warranty. Except for the representations and warranties expressly contained in this Article VIV, none of Parent, Merger Sub I or Merger Sub II neither the Company nor any other Person on behalf of Parent, Merger Sub I or Merger Sub II the Company makes any express or implied representation or warranty with respect to Parentthe Company, Merger Sub I or Merger Sub II or their respective its Subsidiaries or their respective businesses or with respect to any other information provided to the Company Parent, Merger Sub I, Merger Sub II or its their Representatives or Affiliates in connection with the transactions contemplated hereby. Except for the representations and warranties contained in Article IV, each of Parent, Merger Sub I and Merger Sub II acknowledges that neither Neither the Company nor any other Person on behalf of the Company makes any other express will have or implied representation or warranty with respect to the Company or with respect be subject to any other information provided or made available liability to Parent, Merger Sub I or I, Merger Sub II in connection with the transactions contemplated by this Agreement. Except for the representations and warranties contained in Article IV, each of Parent, Merger Sub I and Merger Sub II acknowledges that it is not acting (including, as applicable, by entering into this Agreement or consummating the Mergers) in reliance on any other express or implied representation or warranty or any other information provided or made available Person resulting from the distribution to Parent, Merger Sub I or I, Merger Sub II in connection with the transactions contemplated by this Agreementor their respective Representatives or Affiliates, or Parent’s, Merger Sub I’s, Merger Sub II’s or their Representatives’ or Affiliates’ use of, any such information, including any information, documents, projections, forecasts or any other material made available to Parent, Merger Sub I, Merger Sub II or their Representatives or Affiliates in certain “data rooms” or management presentationspresentations in connection with Parent’s, Merger Sub I’s and Merger Sub II’s consideration and review of the transactions contemplated hereby, unless any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties contained in Article V, the Company acknowledges that none of Parent, Merger Sub I, Merger Sub II or any Person on behalf of Parent, Merger Sub I or Merger Sub II makes any other express or implied representation or warranty with respect to Parent, Merger Sub I or Merger Sub II or with respect to any other information provided or made available to the Company in connection with the transactions contemplated by this Agreement.

No Other Representation or Warranty. Except for the representations and warranties expressly contained in this Article VIV, none of Parent, Merger Sub I or Merger Sub II neither the Company nor any other Person on behalf of Parent, Merger Sub I or Merger Sub II the Company makes any express or implied representation or warranty with respect to Parentthe Company, Merger Sub I or Merger Sub II or their respective its Subsidiaries or their respective businesses or with respect to any other information provided to the Company CF Corp, Parent, Merger Sub or its their Representatives or Affiliates in connection with the transactions contemplated hereby. Except for Neither the representations and warranties contained in Article IVCompany nor any other Person will have or be subject to any liability to CF Corp, each of Parent, Merger Sub I and Merger Sub II acknowledges that neither the Company nor any Person on behalf of the Company makes or any other express or implied representation or warranty with respect Person resulting from the distribution to the Company or with respect to any other information provided or made available to ParentCF Corp, Merger Sub I or Merger Sub II in connection with the transactions contemplated by this Agreement. Except for the representations and warranties contained in Article IVtheir respective Representatives or Affiliates, each of or CF Corp’s, Parent’s, Merger Sub I and Merger Sub II acknowledges that it is not acting (includingSub’s or their Representatives’ or Affiliates’ use of, as applicable, by entering into this Agreement or consummating the Mergers) in reliance on any other express or implied representation or warranty or any other information provided or made available to Parent, Merger Sub I or Merger Sub II in connection with the transactions contemplated by this Agreementsuch information, including any information, documents, projections, forecasts or any other material made available to CF Corp, Parent, Merger Sub I, Merger Sub II or their Representatives or Affiliates in certain “data rooms” or management presentationspresentations in connection with CF Corp’s, Parent’s and Merger Sub’s consideration and review of the transactions contemplated hereby, unless any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties contained in Article V, the Company acknowledges that none of CF Corp, Parent, Merger Sub or any Person on behalf of CF Corp, Parent or Merger Sub makes any other express or implied representation or warranty with respect to CF Corp, Parent or Merger Sub or with respect to any other information provided or made available to the Company in connection with the transactions contemplated by this Agreement.

No Other Representation or Warranty. Except for the representations and warranties expressly contained set forth in this Article VIV, none of Parent, neither Parent nor Merger Sub I or Merger Sub II nor any other Person on behalf of Parent, Merger Sub I Parent or Merger Sub II makes any express or implied representation or warranty with respect to Parent, Merger Sub I or Merger Sub II Sub, or their respective Subsidiaries or their respective businesses or with respect to any other information provided to the Company or its Representatives or Affiliates in connection with the transactions contemplated hereby. Except for the representations and warranties contained in Article IVIII above, as qualified by the Company Disclosure Letter, or in any certificates delivered by the Company in connection with the Closing, each of Parent, Merger Sub I Parent and Merger Sub II acknowledges that neither the Company nor any Person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I Parent or Merger Sub II in connection with the transactions contemplated by this Agreement. Except for Neither the representations and warranties contained in Article IVCompany nor any other Person will have or be subject to any liability or indemnification obligation, each of except with respect to fraud, to Parent, or Merger Sub I and Merger Sub II acknowledges that it is not acting (including, as applicable, by entering into this Agreement or consummating the Mergers) in reliance on any other express or implied representation or warranty or any other information provided or made available Person resulting from the distribution to Parent, Merger Sub I Parent or Merger Sub II in connection with the transactions contemplated by this AgreementSub, or Parent’s or Merger Sub’s use of, any such information, including any information, documents, projections, forecasts or any other material made available to Parent, Parent or Merger Sub I, Merger Sub II or their Representatives or Affiliates in certain “data rooms” or management presentationspresentations in expectation of the transactions contemplated by this Agreement, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in Article III above, as qualified by the Company Disclosure Letter, or in a certificate delivered by the Company in connection with the Closing.

No Other Representation or Warranty. Except for the representations and warranties expressly contained set forth in this Article VIII, none of Parentas qualified by the Company Disclosure Letter, Merger Sub I or Merger Sub II neither the Company nor any other Person on behalf of Parent, Merger Sub I or Merger Sub II the Company makes any express or implied representation or warranty with respect to Parentthe Company, Merger Sub I or Merger Sub II or their respective its Subsidiaries or their respective businesses or with respect to any other information provided to the Company Parent, Merger Sub or its their Representatives or Affiliates in connection with the transactions contemplated hereby. Except for the representations and warranties contained in Article IV, each of Parent, Merger Sub I and Merger Sub II acknowledges that neither Neither the Company nor any other Person on behalf of the Company makes will have or be subject to any other express or implied representation or warranty liability, except with respect to the Company or with respect to any other information provided or made available fraud, to Parent, Merger Sub I or Merger Sub II in connection with the transactions contemplated by this Agreement. Except for the representations and warranties contained in Article IV, each of Parent, Merger Sub I and Merger Sub II acknowledges that it is not acting (including, as applicable, by entering into this Agreement or consummating the Mergers) in reliance on any other express or implied representation or warranty or any other information provided or made available Person resulting from the distribution to Parent, Merger Sub I or their respective Representatives or Affiliates, or Parent's, Merger Sub II in connection with the transactions contemplated by this AgreementSub's or their Representatives' or Affiliates' use of, any such information, including any information, documents, projections, forecasts or any other material made available to Parent, Merger Sub I, Merger Sub II or their Representatives or Affiliates in certain “"data rooms” " or management presentationspresentations in connection with Parent's and Merger Sub's consideration and review of the transactions contemplated hereby, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in this Article III, as qualified by the Company Disclosure Letter. Except for the representations and warranties contained in Article IV below, or in any certificates delivered by Parent in connection with the Closing, the Company acknowledges that none of Parent, Merger Sub or any Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided or made available to the Company in connection with the transactions contemplated by this Agreement.

No Other Representation or Warranty. Except for the representations and warranties expressly contained in this Article VIV, none of Parent, Merger Sub I or Merger Sub II neither the Company nor any other Person on behalf of Parent, Merger Sub I or Merger Sub II the Company makes any express or implied representation or warranty with respect to Parentthe Company, Merger Sub I or Merger Sub II or their respective its Subsidiaries or their respective businesses or with respect to any other information provided to the Company Parent, Merger Sub I, Merger Sub II or its their Representatives or Affiliates in connection with the transactions contemplated hereby. Except for the representations and warranties contained in Article IV, each of Parent, Merger Sub I and Merger Sub II acknowledges that neither Neither the Company nor any other Person on behalf of the Company makes any other express will have or implied representation or warranty with respect to the Company or with respect be subject to any other information provided or made available liability to Parent, Merger Sub I or I, Merger Sub II in connection with the transactions contemplated by this Agreement. Except for the representations and warranties contained in Article IV, each of Parent, Merger Sub I and Merger Sub II acknowledges that it is not acting (including, as applicable, by entering into this Agreement or consummating the Mergers) in reliance on any other express or implied representation or warranty or any other information provided or made available Person resulting from the distribution to Parent, Merger Sub I or I, Merger Sub II in connection with the transactions contemplated by this Agreementor their respective Representatives or Affiliates, or Parent’s, Merger Sub I’s, Merger Sub II’s or their Representatives’ or Affiliates’ use of, any such information, including any information, documents, projections, forecasts or any other material made available to Parent, Merger Sub I, Merger Sub II or their Representatives or Affiliates in certain “data rooms” or management presentations.presentations in connection with Parent’s, Merger Sub I’s and Merger Sub II’s consideration and review of the transactions contemplated hereby, unless any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties contained in Article V, the Company acknowledges that none of Parent, Merger Sub I, Merger Sub II or any Person on behalf of Parent, Merger Sub I or Merger Sub II makes any other express or implied representation or warranty with respect to Parent, Merger Sub I or Merger Sub II or with respect to any other information provided or made available to the Company in connection with the transactions contemplated by this Agreement. ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT, MERGER SUB I AND MERGER SUB II Except as disclosed in any report, schedule, form, statement or other document filed with, or furnished to, the SEC by Parent and publicly available prior to the date of this Agreement (but excluding any forward-looking disclosure set forth in any sections titled “Risk Factors” or “forward-looking statements” (or similarly captioned section) or in any other section to the extent the disclosure is a forward-looking statement or predictive, cautionary or forward-looking in nature), or set forth in the Parent Disclosure Letter (it being understood that any information set forth in one section or subsection of the Parent Disclosure Letter shall be deemed to apply to and qualify the Section or subsection of this Agreement to which it corresponds in number and each other Section or subsection of this Agreement or the Parent Disclosure Letter to the extent reasonably relevant to such Section or subsection), Parent, Merger Sub I and Merger Sub II jointly and severally represent and warrant to the Company as follows:

No Other Representation or Warranty. Except for the representations and warranties expressly contained in this Article V, none of Parent, neither Parent nor Merger Sub I or Merger Sub II nor any other Person on behalf of Parent, Merger Sub I Parent or Merger Sub II makes any express or implied representation or warranty with respect to Parent, Merger Sub I or Merger Sub II Sub, or their respective Subsidiaries or their respective businesses or with respect to any other information provided to the Company or its Representatives or Affiliates in connection with the transactions contemplated hereby. Except for the representations and warranties contained in Article IV, each of Parent, Merger Sub I Parent and Merger Sub II acknowledges that neither the Company nor any Person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or with respect to any other information provided or made available to Parent, Merger Sub I Parent or Merger Sub II in connection with the transactions contemplated by this Agreement. Except for ARTICLE VI COVENANTS Section 6.01 Conduct of Business by the representations and warranties contained in Article IV, each Company Pending the Merger. During the period from the date of Parent, Merger Sub I and Merger Sub II acknowledges that it is not acting (including, as applicable, by entering into this Agreement through the earlier of the Closing and the termination of this Agreement, except as otherwise expressly contemplated or consummating the Mergers) in reliance on any other express or implied representation or warranty or any other information provided or made available to Parent, Merger Sub I or Merger Sub II in connection with the transactions contemplated permitted by this Agreement, including any informationas set forth in Section 6.01 of the Company Disclosure Letter, documentsas required by applicable Law or Order, projectionsor with the prior written consent of Parent (which consent shall not be unreasonably withheld, forecasts delayed or conditioned), the Company (x) shall and shall cause each of its Subsidiaries 38 (1) to conduct their respective businesses and operations in the ordinary course of business in all material respects and (2) to the extent consistent with subsection (1), to use commercially reasonable efforts to preserve intact its business organization and, its assets, keep available the services of its current officers, employees and consultants and preserve its goodwill and its relationships with customers, reinsurers, agents, service providers and others having business dealings with it and (y) shall not and shall cause each of its Subsidiaries not to (it being understood that no action by the Company or any of its Subsidiaries with respect to the matters specifically addressed by any provision of this subsection (y) below shall be deemed to be a breach of subsection (x)): (a) declare, set aside, make or pay any dividends or other distributions (whether in cash, stock or property) in respect of any of its or its Subsidiaries' capital stock or other equity securities, other than (i) any dividends or distributions by a Subsidiary of the Company to the Company or to any other Subsidiary of the Company or (ii) quarterly cash dividends paid by the Company on the Company Common Stock not in excess of $0.06 per share, per quarter, with record and payment dates generally consistent with the timing of record and payment dates in the most recent comparable fiscal quarter prior to the date of this Agreement; (b) subdivide, adjust, split, combine or reclassify any of its or its Subsidiaries' capital stock or other equity securities or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, its or its Subsidiaries' capital stock or other equity securities; (c) repurchase, redeem or otherwise acquire or offer to repurchase, redeem or otherwise acquire, directly or indirectly, any shares of its or its Subsidiaries' capital stock or other equity securities, Company Stock Rights or Subsidiary Stock Rights; (d) issue, offer, grant, deliver or sell any shares of its or its Subsidiaries' capital stock or other equity securities, Company Stock Rights or Subsidiary Stock Rights, other than the issuance of shares of Company Common Stock upon the vesting or exercise of Company Stock Options or Company Restricted Stock outstanding as of the date hereof in accordance with the terms thereof as of the date hereof; (e) amend the Company Certificate of Incorporation or Company Bylaws or equivalent organizational documents of the Company's Subsidiaries; (f) purchase an equity interest in, or a portion of the assets of, any Person or any division or business thereof, or merge, combine or consolidate with or engage in any other similar transaction with any Person, in each case, other than (i) any such action solely between or among the Company and its wholly-owned Subsidiaries, (ii) acquisitions of assets with consideration not to exceed $5,000,000 in the aggregate or (iii) investment portfolio transactions not in violation of the Investment Guidelines; (g) sell, lease, license, allow to lapse, abandon, mortgage, encumber or otherwise dispose of any of its properties or assets (including capital stock or equity securities of any Subsidiary of the Company), other than (i) solely between or among the Company and its wholly-owned Subsidiaries or solely between or among two or more wholly-owned Subsidiaries 39 of the Company, (ii) investment portfolio transactions not in violation of the Investment Guidelines, (iii) nonexclusive licenses of Intellectual Property in the ordinary course of business, (iv) sales or other dispositions of other assets in the ordinary course of business materially consistent with past practice or (v) sales of assets with a value not in excess of $1,000,000 individually or $5,000,000 in the aggregate; (h) incur, create or assume any indebtedness for borrowed money, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any such indebtedness or any debt securities of another Person, or enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (collectively, "Indebtedness"), other than (i) Indebtedness incurred in the ordinary course of business (including under the Company's credit facilities and any trade letters of credit existing on the date hereof) not in excess of $5,000,000, provided that the terms of any such Indebtedness permits its repayment at any time without penalty, (ii) Indebtedness incurred to refinance any Indebtedness existing on the date of this Agreement or permitted to be incurred, assumed or otherwise entered into hereunder, in each case provided the terms of such Indebtedness are not materially less favorable to the Company and Parent than the Indebtedness that is being repaid or (iii) guarantees by the Company of Indebtedness of its wholly-owned Subsidiaries or guarantees by the Subsidiaries of Indebtedness of the Company; (i) make any loans to any Person, other than (i) to the Company or any of its wholly-owned Subsidiaries or (ii) investment portfolio transactions not in violation of the Investment Guidelines; (j) settle, waive or discharge any material Action made available or pending against the Company or any of its Subsidiaries, or any of their respective directors or officers in their capacities as such, or waive any claims of material value, other than any settlement, waiver or discharge (i)(A) that is for an amount not to exceed, for any such settlement individually, $2,000,000 (net of the amount reserved for such matters by the Company or amounts covered by insurance) and (B) that would not reasonably be expected to prohibit or materially restrict or materially impair the Company and its Subsidiaries from operating their business in substantially the same manner as operated on the date of this Agreement or (ii) for an amount that is fully reinsured by any reinsurer; (k) make any material change (i) in any accounting methods, principles or practices, (ii) to the investment policies and guidelines of the Company or any of its Subsidiaries or (iii) to any of the actuarial, underwriting, claims administration or reinsurance policies, practices or principles of any Company Insurance Subsidiary, in each case, other than as required by changes in GAAP or in SAP prescribed or permitted by the applicable insurance regulatory authorities and accounting pronouncements by the SEC, the National Association of Insurance Commissioners and the Financial Accounting Standards Board; (l) except as required by a Benefit Plan as of the date hereof, (i) grant any increases in the compensation of or benefits to any of its directors or officers or (ii) grant any material increases in the compensation of or benefits to any of its employees; 40 (m) except as required by a Benefit Plan as of the date hereof, (i) enter into any employment agreements with any officer, (ii) make any grant of (other than de minimis grants), or increase (other than de minimis increases), any severance, change in control, termination or similar compensation or benefits payable to any director, officer or employee, (iii) accelerate the time of payment or vesting of, or the lapsing of material restrictions with respect to, or fund or otherwise secure the payment of, any material compensation or material benefits under any Benefit Plan or (iv) enter into or amend to increase in any material respect the benefits under any Benefit Plan (or any plan, program, agreement or arrangement that would constitute a Benefit Plan if in effect on the date hereof); (n) (i) prepare or file any material Tax Return inconsistent with past practice or, on any such material Tax Return, take any material position, make, revoke or change any material Tax election, or adopt any Tax accounting method that is materially inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods, (ii) settle or compromise any material Tax liability, or enter into any closing agreement or similar arrangement with respect to a material amount of Taxes, in each case, that is materially inconsistent with past practice, (iii) file any material amended Tax Return or (iv) surrender any right to claim a material Tax refund, offset or other reduction in Tax liability; (o) enter into any Contract that if in effect on the date hereof would be a Material Contract or modify, terminate, renew or amend in any material respect any Material Contract, in each case, other than (i) the entry into Contracts in the ordinary course of business that would not be considered Material Contracts under clause (ii), (iii), (v) or (vii) of Section 4.10(a) and (ii) any modification, termination, renewal or amendment of any Material Contract in the ordinary course of business that is not materially adverse to the Company and its Subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken as a whole; (p) enter into or amend, modify or waive any rights under any Related Party Agreement, in each case to the extent that doing so would reasonably be expected to result in a material incremental cost to Parent, Merger Sub Ithe Company or any of its Subsidiaries or otherwise be materially adverse to Parent, Merger Sub II the Company or their Representatives any of its Subsidiaries; (q) adopt any plan of complete or Affiliates partial liquidation, dissolution, restructuring, recapitalization or other reorganization, other than, in certain “data rooms” the case of any Subsidiary of the Company, that is not material to the Company and its Subsidiaries, taken as a whole; (r) materially modify or management presentations.amend any CUMIS Material Contract other than any modification or amendment of any CUMIS Material Contract that is not materially adverse to the Lender Services Business or Parent and its Subsidiaries, taken as a whole; or (s) agree to take any of the actions described in this Section 6.01. Section 6.02

No Other Representation or Warranty. Except for the representations and warranties expressly contained in this Article VIV, none of Parent, Merger Sub I or Merger Sub II neither the Company nor any other Person on behalf of Parent, Merger Sub I or Merger Sub II the Company makes any express or implied representation or warranty with respect to Parentthe Company, Merger Sub I or Merger Sub II or their respective its Subsidiaries or their respective businesses or with respect to any other information provided to the Company AIG, Parent, Merger Sub or its their Representatives or Affiliates in connection with the transactions contemplated hereby. Except for Neither the representations and warranties contained in Article IVCompany nor any other Person will have or be subject to any liability to AIG, each of Parent, Merger Sub I and Merger Sub II acknowledges that neither the Company nor any Person on behalf of the Company makes or any other express or implied representation or warranty with respect Person resulting from the distribution to the Company or with respect to any other information provided or made available to AIG, Parent, Merger Sub I or Merger Sub II in connection with the transactions contemplated by this Agreement. Except for the representations and warranties contained in Article IVtheir respective Representatives or Affiliates, each of or AIG’s, Parent’s, Merger Sub I and Merger Sub II acknowledges that it is not acting (includingSub’s or their Representatives’ or Affiliates’ use of, as applicable, by entering into this Agreement or consummating the Mergers) in reliance on any other express or implied representation or warranty or any other information provided or made available to Parent, Merger Sub I or Merger Sub II in connection with the transactions contemplated by this Agreementsuch information, including any information, documents, projections, forecasts or any other material made available to AIG, Parent, Merger Sub I, Merger Sub II or their Representatives or Affiliates in certain “data rooms” or management presentationspresentations in connection with AIG’s, Parent’s and Merger Sub’s consideration and review of the transactions contemplated hereby, unless any such information is the subject matter of a representation or warranty contained in this Article IV. Except for the representations and warranties contained in Article V, the Company acknowledges that none of AIG, Parent, Merger Sub or any Person on behalf of AIG, Parent or Merger Sub makes any other express or implied representation or warranty with respect to AIG, Parent or Merger Sub or with respect to any other information provided or made available to the Company in connection with the transactions contemplated by this Agreement.