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

No Other Representations and Warranties; Disclaimer. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any of the Company Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of the Company Subsidiaries or their respective businesses or operations or (ii) any oral or written information presented to Parent, Merger Sub, or any of their Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agrees that neither Parent, Merger Sub nor any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub in Article IV hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding Parent furnished or made available to the Company or any of its Affiliates or Representatives. Without limiting the generality of the foregoing, the Company acknowledges and agrees that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information relating to Parent that may have been made available to the Company or any of its Affiliates or Representatives.

No Other Representations and Warranties; Disclaimer. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any of the Company its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of the Company its Subsidiaries or their respective businesses or operations operations, or (ii) any oral or written information presented to Parent, Merger Sub, or any of their Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agrees that neither Parent, Merger Sub nor any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub in Article IV hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding Parent furnished or made available to the Company or any of its Affiliates or Representatives. Without limiting the generality of the foregoing, the Company acknowledges and agrees that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information relating to Parent that may have been made available to the Company or any of its Affiliates or Representatives.

No Other Representations and Warranties; Disclaimer. (a) Except for the representations and warranties made by the Company Parent and Merger Sub in this Article IIIIV, neither the Company Parent, Merger Sub nor any other Person makes any express or implied representation or warranty with respect to the Company Parent or any of the Company its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and the Company each of Parent and Merger Sub hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Company Parent and Merger Sub in this Article IIIIV, neither the Company Parent, Merger Sub nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, the Company or any of their its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the CompanyParent, any of the Company its Subsidiaries or their respective businesses or operations businesses, or (ii) any oral or written information presented to Parent, Merger Sub, the Company or any of their its Affiliates or Representatives in the course of their due diligence investigation of the CompanyParent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, the Company each of Parent and Merger Sub acknowledges and agrees that neither Parent, Merger Sub the Company nor any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub the Company in Article IV III hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding Parent the Company furnished or made available to the Company Parent, Merger Sub or any of its their respective Affiliates or Representatives. Without limiting the generality of the foregoing, the Company each of Parent and Merger Sub acknowledges and agrees that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information relating to Parent that may have been made available to the Company Parent, Merger Sub or any of its their respective Affiliates or Representatives.

No Other Representations and Warranties; Disclaimer. (a) Except for the representations and warranties made by the Company in this Article IIIIV, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any of the Company its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Company in this Article IIIIV, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of the Company its Subsidiaries or their respective businesses or operations operations, or (ii) any oral or written information presented to Parent, Merger Sub, or any of their Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby, including the Merger. (b) Notwithstanding anything contained in this Agreement to the contrarycontrary (but subject to clause (c) below), the Company acknowledges and agrees that neither Parent, Merger Sub nor any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub in Article IV V hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding Parent furnished or made available to the Company or any of its Affiliates or Representatives. Without limiting the generality of the foregoing, the Company acknowledges and agrees that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information relating to Parent that may have been made available to the Company or any of its Affiliates or Representatives. (c) Nothing in this Section 4.27 shall limit any claim by Parent, Merger Sub or the Company in respect of fraud.

No Other Representations and Warranties; Disclaimer. (a) Except for the representations and warranties made by the Company in this Article IIISection 2, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the any Company Entity or any of the Company Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Company in this Article IIISection 2, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, any of the Parent Affiliates or any Representatives of their Affiliates or Representatives Parent with respect to (i) any financial projection, forecast, estimate, budget or prospect prospective information relating to the Company, any of the Company Subsidiaries Entities or their respective businesses or operations or (iioperations. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Section 2.27(a) any oral or written information presented to shall limit Parent, Merger Sub, or any of their Affiliates or Representatives ’s remedies in the course event of their due diligence investigation Fraud by any Company Entity or by any Representative of the Company, the negotiation of this Agreement or in the course of the transactions contemplated herebyany Company Entity. (b) Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agrees that neither Parent, Merger Sub Parent nor any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub in Article IV Section 3 hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding Parent furnished or made available to any Company Entity, any of the Company Affiliates or any Representatives of its Affiliates or Representativesthe Company Entities. Without limiting the generality of the foregoing, the Company acknowledges and agrees that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information relating to Parent that may have been made available to any Company Entity, any of the Company Affiliates or any Representatives of its Affiliates or Representativesthe Company Entities.

No Other Representations and Warranties; Disclaimer. (a) Except for the representations and warranties made by the Company Parent in this Article IIISection 3, neither the Company Parent nor any other Person makes any express or implied representation or warranty with respect to the Company any Parent Entity or any of the Company Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and the Company Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Company Parent in this Article IIISection 3, neither the Company Parent nor any other Person makes or has made any representation or warranty to Parentthe Company, Merger Sub, any of the Company Affiliates or any Representatives of their Affiliates or Representatives the Company with respect to (i) any financial projection, forecast, estimate, budget or prospect prospective information relating to the Company, any of the Company Subsidiaries Parent Entities or their respective businesses or operations or (iioperations. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Section 3.27(a) any oral or written information presented to Parent, Merger Sub, or any of their Affiliates or Representatives shall limit the Company’s remedies in the course event of their due diligence investigation Fraud by any Parent Entity or by any Representative of the Company, the negotiation of this Agreement or in the course of the transactions contemplated herebyany Parent Entity. (b) Notwithstanding anything contained in this Agreement to the contrary, the Company Parent acknowledges and agrees that neither Parent, Merger Sub the Company nor any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub the Company in Article IV Section 2 hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding Parent the Company furnished or made available to any Parent Entity, any of the Company Parent Affiliates or any Representatives of its Affiliates or Representativesthe Parent Entities. Without limiting the generality of the foregoing, the Company Parent acknowledges and agrees that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information relating to Parent that may have been made available to any Parent Entity, any of the Company Parent Affiliates or any Representatives of its Affiliates or Representativesthe Parent Entities.

No Other Representations and Warranties; Disclaimer. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any of the Company its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of the Company its Subsidiaries or their respective businesses or operations or (ii) any oral or written information presented to Parent, Merger Sub, or any of their Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agrees that neither Parent, Merger Sub nor any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub in Article IV hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding Parent furnished or made available to the Company Company, or any of its Affiliates or Representatives. Without limiting the generality of the foregoing, the Company acknowledges and agrees that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information relating to Parent that may have been made available to the Company or any of its Affiliates or Representatives.

No Other Representations and Warranties; Disclaimer. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any of the Company Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of the Company Subsidiaries or their respective businesses or operations or (ii) any oral or written information presented to Parent, Merger Sub, or any of their Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agrees that neither Parent, Merger Sub nor any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub in Article IV hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding Parent furnished or made available to the Company or any of its Affiliates or Representatives. Without limiting the generality of the foregoing, the Company acknowledges and agrees that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information relating to Parent that may have been made available to the Company or any of its Affiliates or Representatives.no