Common use of No Other Representation Clause in Contracts

No Other Representation. (a) Except for the express written representations and warranties made by WWE in this Agreement or in any instrument or other document delivered pursuant to this Agreement, neither WWE, New PubCo nor Xxxxxx Sub makes any express or implied representation or warranty with respect to WWE or any WWE Affiliate or their respective businesses, operations, assets, liabilities, condition (financial or otherwise). Notwithstanding anything to the contrary in this Agreement, WWE, New PubCo and Xxxxxx Sub each hereby acknowledges and agrees that except for the express written representations and warranties made by EDR in this Agreement or in any instrument or other document delivered pursuant to this Agreement, none of EDR, EDR OpCo, HoldCo or any other Person has made makes any express or implied representation or warranty with respect to EDR or any EDR Affiliate or their respective businesses, operations, assets, liabilities, condition (financial or otherwise). (b) Notwithstanding anything to the contrary in this Agreement, WWE, New PubCo and Xxxxxx Sub each hereby acknowledges and agrees (on its own behalf and on behalf of the WWE Parties) that: (i) except for the representations and warranties of EDR expressly set forth in Article IV or in any instrument or other document delivered pursuant to this Agreement, (x) none of the EDR Parties makes, or has made, any representation or warranty and (y) none of the WWE Parties is relying on, or has relied on, any representation or warranty made, or information provided, by or on behalf of any EDR Party, in each case, regarding any EDR Party, its or their business, this Agreement, the Transactions, or any other related matter; and (ii) each of WWE, New PubCo and Merger Sub is a sophisticated purchaser and has made its own independent investigation, review, and analysis regarding EDR, the EDR Subsidiaries, and the Transactions, which investigation, review, and analysis were conducted by WWE, New PubCo and Xxxxxx Sub together with expert advisors, including legal counsel, that they have engaged for such purpose.

No Other Representation. (a) Except for the express written representations and warranties made by EDR in this Agreement and in any instrument or other document delivered pursuant to this Agreement, none of EDR, EDR OpCo or HoldCo makes any express or implied representation or warranty with respect to HoldCo or any HoldCo Affiliate or their respective businesses, operations, assets, liabilities, condition (financial or otherwise). Notwithstanding anything to the contrary in this Agreement, EDR, EDR OpCo and HoldCo each hereby acknowledges and agrees that except for the express written representations and warranties made by WWE in this Agreement or in any instrument or other document delivered pursuant to this Agreement, neither none of WWE, New PubCo nor Xxxxxx PubCo, Merger Sub or any other Person has made makes any express or implied representation or warranty with respect to WWE or any WWE Affiliate or their respective businesses, operations, assets, liabilities, condition (financial or otherwise). Notwithstanding anything to the contrary in this Agreement, WWE, New PubCo and Xxxxxx Sub each hereby acknowledges and agrees that except for the express written representations and warranties made by EDR in this Agreement or in any instrument or other document delivered pursuant to this Agreement, none of EDR, EDR OpCo, HoldCo or any other Person has made makes any express or implied representation or warranty with respect to EDR or any EDR Affiliate or their respective businesses, operations, assets, liabilities, condition (financial or otherwise). (b) Notwithstanding anything to the contrary in this Agreement, WWEEDR, New PubCo EDR OpCo and Xxxxxx Sub HoldCo each hereby acknowledges and agrees (on its own behalf and on behalf of the WWE EDR Parties) that: (i) except for the representations and warranties of EDR WWE expressly set forth in Article IV III or in any instrument or other document delivered pursuant to this Agreement, (x) none of the EDR WWE Parties makes, or has made, any representation or warranty and (y) none of the WWE EDR Parties is relying on, or has relied on, any representation or warranty made, or information provided, by or on behalf of any EDR WWE Party, in each case, regarding any EDR WWE Party, its or their business, this Agreement, the Transactions, or any other related matter; and (ii) each of WWEEDR, New PubCo EDR OpCo and Merger Sub HoldCo is a sophisticated purchaser and has made its own independent investigation, review, and analysis regarding EDRWWE, the EDR WWE Subsidiaries, and the Transactions, which investigation, review, and analysis were conducted by WWEXXX, New PubCo XXX XxXx and Xxxxxx Sub XxxxXx together with expert advisors, including legal counsel, that they have engaged for such purpose.

No Other Representation. (a) Except for the express written representations and warranties made by WWE Skydance in this Agreement or in any instrument or other document delivered pursuant to this Agreement, neither WWE, New PubCo nor Xxxxxx Sub makes Skydance does not make any express or implied representation or warranty with respect to WWE Skydance or any WWE Affiliate Skydance Affiliates or their respective businesses, operations, assets, liabilities, liabilities or condition (financial or otherwise). Notwithstanding anything to the contrary in this Agreement, WWE, New PubCo and Xxxxxx Sub each Skydance hereby acknowledges and agrees that except for the express written representations and warranties made by EDR each of Paramount, New Paramount and each Merger Sub in this Agreement or in any instrument or other document delivered pursuant to this AgreementAgreement or in any other Transaction Document, none of EDRParamount, EDR OpCoNew Paramount, HoldCo any Merger Sub or any other Person has made or makes any express or implied representation or warranty with respect to EDR Paramount or any EDR Paramount Affiliate or their respective businesses, operations, assets, liabilities, liabilities or condition (financial or otherwise). (b) Notwithstanding anything to the contrary in this Agreement, WWE, New PubCo and Xxxxxx Sub each Skydance hereby acknowledges and agrees (on its own behalf and on behalf of the WWE Skydance Parties) that: (i) except for the representations and warranties of EDR Paramount expressly set forth in Article IV III or in any instrument or other document delivered pursuant to this AgreementAgreement or in any other Transaction Document, (x) none of the EDR Paramount Parties makes, or has made, any representation or warranty and (y) none of the WWE Skydance Parties is relying on, or has relied on, any representation or warranty made, or information provided, by or on behalf of any EDR Paramount Party, in each case, regarding any EDR Paramount Party, its or their business, this Agreement, the TransactionsMergers, or any other related matter; and (ii) each of WWE, New PubCo and Merger Sub Skydance is a sophisticated purchaser and has made its own independent investigation, review, and analysis regarding EDRParamount, the EDR Subsidiaries, its Subsidiaries and the TransactionsMergers, which investigation, review, and analysis were conducted by WWE, New PubCo and Xxxxxx Sub Skydance together with expert advisors, including legal counsel, that they have it has engaged for such purpose.

No Other Representation. (a) Except for the express written representations and warranties made by WWE Paramount in this Agreement or in any instrument or other document delivered pursuant to this AgreementAgreement or in the Subscription Agreements, neither WWEnone of Paramount, New PubCo nor Xxxxxx Paramount or any Merger Sub makes any express or implied representation or warranty with respect to WWE Paramount or any WWE Paramount Affiliate or their respective businesses, operations, assets, liabilities, or condition (financial or otherwise). Notwithstanding anything to the contrary in this Agreement, WWEeach of Paramount, New PubCo Paramount and Xxxxxx each Merger Sub each hereby acknowledges and agrees that except for the express written representations and warranties made by EDR Skydance, the Blocker Holders and the Equity Investors in this Agreement or in any instrument or other document delivered pursuant to this AgreementAgreement or in any other Transaction Document, none of EDRSkydance, EDR OpCo, HoldCo the Blocker Holders or any other Person has made or makes any express or implied representation or warranty with respect to EDR or Skydance, any EDR Skydance Affiliate, the Blocker Holders, any Affiliate of any Blocker Holder or their respective businesses, operations, assets, liabilities, liabilities or condition (financial or otherwise). (b) Notwithstanding anything to the contrary in this Agreement, WWEeach of Paramount, New PubCo Paramount and Xxxxxx each Merger Sub each hereby acknowledges and agrees (on its own behalf and on behalf of the WWE Paramount Parties) that: (i) except for the representations and warranties of EDR Skydance expressly set forth in Article IV IV, the representations and warranties of each Blocker Holder expressly set forth in Article V, the representations and warranties of Skydance or any Blocker Holder in any instrument or other document delivered pursuant to this Agreement, and the representations and warranties of Skydance, the Blocker Holders or the Equity Investors expressly set forth in any other Transaction Document, (x) none of the EDR Skydance Parties or the Blocker Holders makes, or has made, any representation or warranty and (y) none of the WWE Paramount Parties is relying on, or has relied on, any representation or warranty made, or information provided, by or on behalf of any EDR PartySkydance Party or the Blocker Holders, in each case, regarding any EDR Skydance Party, its any Blocker Holder or their businessrespective businesses, this Agreement, the TransactionsMergers, or any other related matter; and (ii) each of WWEParamount, New PubCo Paramount and each Merger Sub is a sophisticated purchaser and has made its own independent investigation, review, and analysis regarding EDRSkydance, the EDR Skydance Subsidiaries, the Blockers and the TransactionsMergers, which investigation, review, and analysis were conducted by WWEParamount, New PubCo Paramount and Xxxxxx Sub the Merger Subs together with expert advisors, including legal counsel, that they have engaged for such purpose.

No Other Representation. (a) Except for the express written representations and warranties made by EDR in this Agreement and in any instrument or other document delivered pursuant to this Agreement, none of EDR, EDR OpCo or HoldCo makes any express or implied representation or warranty with respect to HoldCo or any HoldCo Affiliate or their respective businesses, operations, assets, liabilities, condition (financial or otherwise). Notwithstanding anything to the contrary in this Agreement, EDR, EDR OpCo and HoldCo each hereby acknowledges and agrees that except for the express written representations and warranties made by WWE in this Agreement or in any instrument or other document delivered pursuant to this Agreement, neither none of WWE, New PubCo nor Xxxxxx PubCo, Merger Sub or any other Person has made makes any express or implied representation or warranty with respect to WWE or any WWE Affiliate or their respective businesses, operations, assets, liabilities, condition (financial or otherwise). Notwithstanding anything to the contrary in this Agreement, WWE, New PubCo and Xxxxxx Sub each hereby acknowledges and agrees that except for the express written representations and warranties made by EDR in this Agreement or in any instrument or other document delivered pursuant to this Agreement, none of EDR, EDR OpCo, HoldCo or any other Person has made makes any express or implied representation or warranty with respect to EDR or any EDR Affiliate or their respective businesses, operations, assets, liabilities, condition (financial or otherwise). (b) Notwithstanding anything to the contrary in this Agreement, WWEEDR, New PubCo EDR OpCo and Xxxxxx Sub XxxxXx each hereby acknowledges and agrees (on its own behalf and on behalf of the WWE EDR Parties) that: (i) except for the representations and warranties of EDR WWE expressly set forth in Article IV III or in any instrument or other document delivered pursuant to this Agreement, (x) none of the EDR WWE Parties makes, or has made, any representation or warranty and (y) none of the WWE EDR Parties is relying on, or has relied on, any representation or warranty made, or information provided, by or on behalf of any EDR WWE Party, in each case, regarding any EDR WWE Party, its or their business, this Agreement, the Transactions, or any other related matter; and (ii) each of WWEEDR, New PubCo EDR OpCo and Merger Sub XxxxXx is a sophisticated purchaser and has made its own independent investigation, review, and analysis regarding EDRWWE, the EDR WWE Subsidiaries, and the Transactions, which investigation, review, and analysis were conducted by WWEXXX, New PubCo XXX XxXx and Xxxxxx Sub XxxxXx together with expert advisors, including legal counsel, that they have engaged for such purpose.

No Other Representation. (a) Except for the express written representations and warranties made by WWE such Blocker Holder in this Agreement or in any instrument or other document delivered pursuant to this Agreement, neither WWE, New PubCo nor Xxxxxx Sub makes such Blocker Holder does not make any express or implied representation or warranty with respect to WWE such Blocker Holder, any of its Affiliates, or any WWE Affiliate its or their respective businesses, operations, assets, liabilities, liabilities or condition (financial or otherwise). Notwithstanding anything to the contrary in this Agreement, WWE, New PubCo and Xxxxxx Sub each such Blocker Holder hereby acknowledges and agrees that except for the express written representations and warranties made by EDR each of Paramount, New Paramount and each Merger Sub in this Agreement or in any instrument or other document delivered pursuant to this AgreementAgreement or in any other Transaction Document, none of EDRParamount, EDR OpCoNew Paramount, HoldCo any Merger Sub or any other Person has made or makes any express or implied representation or warranty with respect to EDR Paramount or any EDR Paramount Affiliate or their respective businesses, operations, assets, liabilities, liabilities or condition (financial or otherwise). (b) Notwithstanding anything to the contrary in this Agreement, WWE, New PubCo and Xxxxxx Sub each Blocker Holder hereby acknowledges and agrees (on its own behalf and on behalf of the WWE Partiesits Affiliates) that: (i) except for the representations and warranties of EDR Paramount expressly set forth in Article IV III or in any instrument or other document delivered pursuant to this AgreementAgreement or in any other Transaction Document, (x) none of the EDR Paramount Parties makes, or has made, any representation or warranty and (y) none neither such Blocker Holder nor any of the WWE Parties its Affiliates is relying on, or has relied on, any representation or warranty made, or information provided, by or on behalf of any EDR Paramount Party, in each case, regarding any EDR Paramount Party, its or their business, this Agreement, the Transactions, or any other related matter; and (ii) each of WWE, New PubCo and Merger Sub such Blocker Holder is a sophisticated purchaser and has made its own independent investigation, review, and analysis regarding EDRParamount, the EDR Subsidiaries, its Subsidiaries and the Transactions, which investigation, review, and analysis were conducted by WWE, New PubCo and Xxxxxx Sub such Blocker Holder together with expert advisors, including legal counsel, that they have it has engaged for such purpose.