Common use of No Other Representations and Warranties; Acknowledgement Clause in Contracts

No Other Representations and Warranties; Acknowledgement. (a) EXCEPT AS SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS TO WHICH SELLER OR ANY OF ITS AFFILIATES IS A PARTY, SELLER MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY MATTERS, EVENTS, TRANSACTIONS, AGREEMENTS, ASSETS (INCLUDING THE REAL PROPERTY), EQUITY, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE), PROSPECTS, FUTURE EARNINGS OR PROFITABILITY, ACTS OR OMISSIONS OCCURRING OR IN EXISTENCE PRIOR TO THE CLOSING DATE, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE PHYSICAL CONDITION OR VALUE OF ANY OF THE COMPANY’S ASSETS OR PROPERTIES OR THE FUTURE RELATIONSHIP OF THE COMPANY WITH ANY CUSTOMER OR SUPPLIER, AND SELLER HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATION OR WARRANTY. (b) SELLER, ON BEHALF OF ITSELF AND ITS AFFILIATES, ACKNOWLEDGES AND AGREES THAT IN ENTERING INTO THIS AGREEMENT IT HAS NOT RELIED ON AND IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER WRITTEN OR ORAL, BY BUYER OR ISSUER, OR ANY PERSON ACTING ON BUYER’S OR ISSUER’S BEHALF, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND THAT IT WILL NOT HAVE ANY RIGHT OR REMEDY UNDER THIS AGREEMENT ARISING OUT OF ANY REPRESENTATION AND WARRANTY UNLESS SUCH REPRESENTATION OR WARRANTY IS SET FORTH IN THIS AGREEMENT. ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER Except as disclosed or reflected in (a) the SEC Documents publicly available on XXXXX prior to the Agreement Date, and/or (b) the disclosure letter delivered by Buyer to Seller prior to the Agreement Date (the “Buyer Disclosure Letter”) (with the disclosures therein organized in sections corresponding to the sections of this Article 4, it being agreed that disclosure of any information in a particular section of the Buyer Disclosure Letter shall be deemed disclosure with respect to any other section to which the 14 relevance of such disclosure is reasonably apparent), Buyer hereby represents and warrants to Seller as of the Agreement Date and the Closing Date as follows:

No Other Representations and Warranties; Acknowledgement. (a) EXCEPT AS SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS TO WHICH SELLER OR ANY OF ITS AFFILIATES BUYER IS A PARTY, SELLER BUYER MAKES NO REPRESENTATION ADDITIONAL REPRESENTATIONS OR WARRANTY WARRANTIES WITH RESPECT TO ANY MATTERS, EVENTS, TRANSACTIONS, AGREEMENTS, ASSETS (INCLUDING THE REAL PROPERTY), EQUITY, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE), PROSPECTS, FUTURE EARNINGS OR PROFITABILITY, ACTS OR OMISSIONS OCCURRING OR IN EXISTENCE PRIOR TO THE CLOSING DATE, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE PHYSICAL CONDITION OR VALUE OF ANY OF THE COMPANY’S ASSETS OR PROPERTIES OR THE FUTURE RELATIONSHIP OF THE COMPANY WITH ANY CUSTOMER OR SUPPLIER, AND SELLER HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATION OR WARRANTY. . (b) SELLER, ON BEHALF OF ITSELF AND ITS AFFILIATES, BUYER ACKNOWLEDGES AND AGREES THAT IN ENTERING INTO THIS AGREEMENT IT HAS NOT RELIED ON AND IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER WRITTEN OR ORAL, BY BUYER SELLER OR ISSUER, GUARANTOR OR ANY PERSON ACTING ON BUYERSELLER’S OR ISSUERGUARANTOR’S BEHALF, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENTAGREEMENT OR THE OTHER TRANSACTION DOCUMENTS TO THE EXTENT MADE BY SELLER OR GUARANTOR OR SUCH OTHER PERSON HEREIN OR THEREIN, AND THAT IT WILL NOT HAVE ANY RIGHT OR REMEDY UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT ARISING OUT OF ANY REPRESENTATION AND WARRANTY UNLESS SUCH REPRESENTATION OR 16 WARRANTY IS SET FORTH IN THIS AGREEMENTAGREEMENT OR SUCH OTHER TRANSACTION DOCUMENT. ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER Except as disclosed or reflected in (a) the SEC Documents publicly available on XXXXX prior to the Agreement Date, and/or (b) the disclosure letter delivered by Buyer to Seller prior to the Agreement Date (the “Buyer Disclosure Letter”) (with the disclosures therein organized in sections corresponding to the sections of this Article 4, it being agreed that disclosure of any information in a particular section of the Buyer Disclosure Letter shall be deemed disclosure with respect to any other section to which the 14 relevance of such disclosure is reasonably apparent), Buyer hereby represents and warrants to Seller as of the Agreement Date and the Closing Date as follows:5

No Other Representations and Warranties; Acknowledgement. (a) EXCEPT AS SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS TO WHICH SELLER OR ANY OF ITS AFFILIATES BUYER IS A PARTY, SELLER BUYER MAKES NO REPRESENTATION ADDITIONAL REPRESENTATIONS OR WARRANTY WARRANTIES WITH RESPECT TO ANY MATTERS, EVENTS, TRANSACTIONS, AGREEMENTS, ASSETS (INCLUDING THE REAL PROPERTY), EQUITY, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE), PROSPECTS, FUTURE EARNINGS OR PROFITABILITY, ACTS OR OMISSIONS OCCURRING OR IN EXISTENCE PRIOR TO THE CLOSING DATE, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE PHYSICAL CONDITION OR VALUE OF ANY OF THE COMPANY’S ASSETS OR PROPERTIES OR THE FUTURE RELATIONSHIP OF THE COMPANY WITH ANY CUSTOMER OR SUPPLIER, AND SELLER HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATION OR WARRANTY. . (b) SELLER, ON BEHALF OF ITSELF AND ITS AFFILIATES, BUYER ACKNOWLEDGES AND AGREES THAT IN ENTERING INTO THIS AGREEMENT IT HAS NOT RELIED ON AND IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER WRITTEN OR ORAL, BY BUYER SELLER OR ISSUER, GUARANTOR OR ANY PERSON ACTING ON BUYERSELLER’S OR ISSUERGUARANTOR’S BEHALF, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENTAGREEMENT OR THE OTHER TRANSACTION DOCUMENTS TO THE EXTENT MADE BY SELLER OR GUARANTOR OR SUCH OTHER PERSON HEREIN OR THEREIN, AND THAT IT WILL NOT HAVE ANY RIGHT OR REMEDY UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT ARISING OUT OF ANY REPRESENTATION AND WARRANTY UNLESS SUCH REPRESENTATION OR WARRANTY IS SET FORTH IN THIS AGREEMENT. ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER Except as disclosed or reflected in (a) the SEC Documents publicly available on XXXXX prior to the Agreement Date, and/or (b) the disclosure letter delivered by Buyer to Seller prior to the Agreement Date (the “Buyer Disclosure Letter”) (with the disclosures therein organized in sections corresponding to the sections of this Article 4, it being agreed that disclosure of any information in a particular section of the Buyer Disclosure Letter shall be deemed disclosure with respect to any other section to which the 14 relevance of such disclosure is reasonably apparent), Buyer hereby represents and warrants to Seller as of the Agreement Date and the Closing Date as follows:OR

No Other Representations and Warranties; Acknowledgement. (a) EXCEPT AS SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS TO WHICH SELLER OR ANY OF ITS AFFILIATES IS A PARTY, SELLER MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY MATTERS, EVENTS, TRANSACTIONS, AGREEMENTS, ASSETS (INCLUDING THE REAL PROPERTY), EQUITY, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE), PROSPECTS, FUTURE EARNINGS OR PROFITABILITY, ACTS OR OMISSIONS OCCURRING OR IN EXISTENCE PRIOR TO THE CLOSING DATE, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE PHYSICAL CONDITION OR VALUE OF ANY OF THE COMPANY’S ASSETS OR PROPERTIES OR THE FUTURE RELATIONSHIP OF THE COMPANY WITH ANY CUSTOMER OR SUPPLIER, AND SELLER HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATION OR WARRANTY. (b) SELLER, ON BEHALF OF ITSELF AND ITS AFFILIATES, ACKNOWLEDGES AND AGREES THAT IN ENTERING INTO THIS AGREEMENT IT HAS NOT RELIED ON AND IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER WRITTEN OR ORAL, BY BUYER OR ISSUER, OR ANY PERSON ACTING ON BUYER’S OR ISSUER’S BEHALF, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND THAT IT WILL NOT HAVE ANY RIGHT OR REMEDY UNDER THIS AGREEMENT ARISING OUT OF ANY REPRESENTATION AND WARRANTY UNLESS SUCH REPRESENTATION OR WARRANTY IS SET FORTH IN THIS AGREEMENT. ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER Except as disclosed or reflected in (a) the SEC Documents publicly available on XXXXX prior to the Agreement Date, and/or (b) the disclosure letter delivered by Buyer to Seller prior to the Agreement Date (the “Buyer Disclosure Letter”) (with the disclosures therein organized in sections corresponding to the sections of this Article 4, it being agreed that disclosure of any information in a particular section of the Buyer Disclosure Letter shall be deemed disclosure with respect to any other section to which the 14 relevance of such disclosure is reasonably apparent), Buyer hereby represents and warrants to Seller as of the Agreement Date and the Closing Date as follows:the

No Other Representations and Warranties; Acknowledgement. (a) EXCEPT AS SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS TO WHICH SELLER OR ANY OF ITS AFFILIATES ISSUER IS A PARTY, SELLER ISSUER MAKES NO REPRESENTATION ADDITIONAL REPRESENTATIONS OR WARRANTY WARRANTIES WITH RESPECT TO ANY MATTERS, EVENTS, TRANSACTIONS, AGREEMENTS, ASSETS (INCLUDING THE REAL PROPERTY), EQUITY, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE), PROSPECTS, FUTURE EARNINGS OR PROFITABILITY, ACTS OR OMISSIONS OCCURRING OR IN EXISTENCE PRIOR TO THE CLOSING DATE, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE PHYSICAL CONDITION OR VALUE OF ANY OF THE COMPANY’S ASSETS OR PROPERTIES OR THE FUTURE RELATIONSHIP OF THE COMPANY WITH ANY CUSTOMER OR SUPPLIER, AND SELLER HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATION OR WARRANTY. . (b) SELLER, ON BEHALF OF ITSELF AND ITS AFFILIATES, ISSUER ACKNOWLEDGES AND AGREES THAT IN ENTERING INTO THIS AGREEMENT IT HAS NOT RELIED ON AND IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER WRITTEN OR ORAL, BY BUYER SELLER OR ISSUER, GUARANTOR OR ANY PERSON ACTING ON BUYERSELLER’S OR ISSUERGUARANTOR’S BEHALF, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENTAGREEMENT OR THE OTHER TRANSACTION DOCUMENTS TO THE EXTENT MADE BY SELLER OR GUARANTOR OR SUCH OTHER PERSON HEREIN OR THEREIN, AND THAT IT WILL NOT HAVE ANY RIGHT OR REMEDY UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT ARISING OUT OF ANY REPRESENTATION AND WARRANTY UNLESS SUCH REPRESENTATION OR WARRANTY IS SET FORTH IN THIS AGREEMENT. ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER Except as disclosed or reflected in (a) the SEC Documents publicly available on XXXXX prior to the Agreement Date, and/or (b) the disclosure letter delivered by Buyer to Seller prior to the Agreement Date (the “Buyer Disclosure Letter”) (with the disclosures therein organized in sections corresponding to the sections of this Article 4, it being agreed that disclosure of any information in a particular section of the Buyer Disclosure Letter shall be deemed disclosure with respect to any other section to which the 14 relevance of such disclosure is reasonably apparent), Buyer hereby represents and warrants to Seller as of the Agreement Date and the Closing Date as follows:AGREEMENT OR SUCH OTHER TRANSACTION DOCUMENT.