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 Parent and Merger Sub in this Article IV neither Parent, Merger Sub nor any other Person makes any express or implied representation or warranty with respect to Parent or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and each of Parent and Merger Sub hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in this Article IV neither Parent, Merger Sub nor any other Person makes or has made any representation or warranty to the Company or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Subsidiaries or their respective businesses, or (ii) any oral or written information presented to the Company or any of their Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and the Company Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and the Company Subsidiaries which it and its Affiliates and Representatives have requested to review, (iii) has had access to the electronic data room maintained by the Company through IntraLinks, Inc. for purposes of the transactions contemplated hereby, (iv) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (v) has conducted its own independent investigation of the Company and the Company Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated hereby. (c) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company in Article III hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, Merger Sub or any of their respective Affiliates or Representatives. Without limiting the generality of the foregoing, 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 that may have been made available to Parent, Merger Sub or any of their respective Affiliates or Representatives.

No Other Representations and Warranties; Disclaimer. (a) Except for the representations and warranties made by Parent and Merger Sub in this Article IV V, neither Parent, Merger Sub nor any other Person makes any express or implied representation or warranty with respect to Parent or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and each of Parent and Merger Sub hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in this Article IV V, neither Parent, Merger Sub nor any other Person makes or has made any representation or warranty to the Company or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Subsidiaries or their respective businesses, or (ii) any oral or written information presented to the Company or any of their Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby, including the Merger. (b) Each of Parent and Merger Sub acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and the Company Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and the Company Subsidiaries which it and its Affiliates and Representatives have requested to review, (iii) has had access to the electronic data room maintained by the Company through IntraLinks, Inc. for purposes of the transactions contemplated hereby, (iv) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (v) has conducted its own independent investigation of the Company and the Company Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated hereby. (c) Notwithstanding anything contained in this Agreement to the contrarycontrary (but subject to clause (c) below), each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company in Article III IV hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, Merger Sub or any of their respective Affiliates or Representatives. Without limiting the generality of the foregoing, 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 that may have been made available to Parent, Merger Sub or any of their respective Affiliates or Representatives. (c) Nothing in this Section 5.9 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 Parent and Merger Sub in this Article IV neither Parent, Merger Sub nor and Merger Sub I in this Article IV, none of Parent, Merger Sub, Merger Sub I or any other Person makes any express or implied representation or warranty with respect to Parent Parent, Merger Sub or Merger Sub I or any of their Subsidiaries or joint venture of Parent and its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and each of Parent Parent, Merger Sub and Merger Sub I hereby disclaim disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent Parent, Merger Sub and Merger Sub I in this Article IV IV, neither Parent, Merger Sub nor or Merger Sub In or any other Person makes or has made any representation or warranty to the Company or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect prospective information relating to Parent, Merger Sub, Merger Sub I, any of its their Subsidiaries or their respective businesses, businesses or operations or (ii) any oral or written information presented to the Company or any of their its Affiliates or Representatives in the course of their due diligence investigation of Parent, Merger Sub or Merger Sub I, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and the Company Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and the Company Subsidiaries which it and its Affiliates and Representatives have requested to review, (iii) has had access to the electronic data room maintained by the Company through IntraLinks, Inc. for purposes of the transactions contemplated hereby, (iv) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (v) has conducted its own independent investigation of the Company and the Company Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated hereby. (c) Notwithstanding anything contained in this Agreement to the contrary, each of Parent Parent, Merger Sub and Merger Sub I acknowledges and agrees that neither the Company Company, nor any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company in Article III hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, Merger Sub and Merger Sub I or any of their respective Affiliates or Representatives. Without limiting the generality of the foregoing, each of Parent and Parent, Merger Sub or Merger Sub I acknowledges and agrees that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent, Merger Sub or Merger Sub I or any of their respective Affiliates or Representatives.

No Other Representations and Warranties; Disclaimer. (a) Except for the representations and warranties made by Parent and Merger Sub the Company in this Article IV III, neither Parent, Merger Sub the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or any of its Subsidiaries or joint ventures or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and each of Parent and Merger Sub the Company hereby disclaim disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub the Company in this Article IV III, neither Parent, Merger Sub the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub, Merger Sub I or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect prospective information relating to Parentthe Company, any of its Subsidiaries or their respective businesses, businesses or operations or (ii) any oral or written information presented to the Company Parent, Merger Sub, Merger Sub I or any of their Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and the Company Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and the Company Subsidiaries which it and its Affiliates and Representatives have requested to review, (iii) has had access to the electronic data room maintained by the Company through IntraLinks, Inc. for purposes of the transactions contemplated hereby, (iv) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (v) has conducted its own independent investigation of the Company and the Company Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated hereby. (c) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub the Company acknowledges and agrees that neither the Company nor none of Parent, Merger Sub, Merger Sub I, or any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company Parent, Merger Sub or Merger Sub I in Article III IV hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent, Merger Sub or Merger Sub I furnished or made available to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives. Without limiting the generality of the foregoing, each of Parent and Merger Sub the Company acknowledges and agrees that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives.

No Other Representations and Warranties; Disclaimer. (a) Except for the representations and warranties made by Parent Alleghany and Merger Sub in this Article IV III, neither ParentAlleghany, Merger Sub nor any other Person makes any express or implied representation or warranty with respect to Parent Alleghany, Merger Sub or any of its their respective Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and each of Parent Alleghany and Merger Sub hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent Alleghany and Merger Sub in this Article IV III, neither ParentAlleghany, Merger Sub nor any other Person makes or has made any representation or warranty to the Company Transatlantic or any of their its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect prospective information relating to ParentAlleghany, Merger Sub, any of its their respective Subsidiaries or their respective businessesbusinesses or operations, or (ii) any oral or written information presented to the Company Transatlantic or any of their its Affiliates or Representatives in the course of their its due diligence investigation of ParentAlleghany and Merger Sub, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and the Company Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and the Company Subsidiaries which it and its Affiliates and Representatives have requested to review, (iii) has had access to the electronic data room maintained by the Company through IntraLinks, Inc. for purposes of the transactions contemplated hereby, (iv) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (v) has conducted its own independent investigation of the Company and the Company Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated hereby. (c) Notwithstanding anything contained in this Agreement to the contrary, each of Parent Alleghany and Merger Sub acknowledges acknowledge and agrees agree that neither the Company Transatlantic nor any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company Transatlantic in Article III IV hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Transatlantic furnished or made available to ParentAlleghany, Merger Sub Sub, or any of their respective Affiliates or Representatives. Without limiting the generality of the foregoing, each of Parent Alleghany and Merger Sub acknowledges acknowledge and agrees agree that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to ParentAlleghany, Merger Sub or any of their respective Affiliates or Representatives.

No Other Representations and Warranties; Disclaimer. (a) Except for the representations and warranties made by Parent and Merger Sub in this Article IV IV, neither Parent, Merger Sub nor any other Person makes any express or implied representation or warranty with respect to Parent or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and each of Parent and Merger Sub hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in this Article IV IV, neither Parent, Merger Sub nor any other Person makes or has made any representation or warranty to the Company or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Subsidiaries or their respective businessesbusinesses or operations, or (ii) any oral or written information presented to the Company or any of their Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and the Company Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and the Company Subsidiaries which it and its Affiliates and Representatives have requested to review, (iii) has had access to the electronic data room maintained by the Company through IntraLinks, Inc. for purposes of the transactions contemplated hereby, (iv) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (v) has conducted its own independent investigation of the Company and the Company Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated hereby. (c) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company in Article III hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, Merger Sub or any of their respective Affiliates or Representatives. Without limiting the generality of the foregoing, 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 that may have been made available to Parent, Merger Sub or any of their respective Affiliates or Representatives.

No Other Representations and Warranties; Disclaimer. (a) Except for the representations and warranties made by Parent and Merger Sub in this Article IV IV, neither Parent, Merger Sub nor any other Person makes any express or implied representation or warranty with respect to Parent or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and each of Parent and Merger Sub hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in this Article IV IV, neither Parent, Merger Sub nor any other Person makes or has made any representation or warranty to the Company or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Subsidiaries or their respective businesses, or (ii) any oral or written information presented to the Company or any of their Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and the Company its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and the Company its Subsidiaries which it and its Affiliates and Representatives have desired or requested to review, (iii) has had access to the electronic data room dataroom maintained by the Company through IntraLinks, Inc. Xxxxxxx DataSite for purposes of the transactions contemplated hereby, (iv) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (v) has conducted its own independent investigation of the Company and the Company its Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated hereby. (c) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company in Article III hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, Merger Sub or any of their respective Affiliates or Representatives. Without limiting the generality of the foregoing, 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 that may have been made available to Parent, Merger Sub or any of their respective Affiliates or Representatives.

No Other Representations and Warranties; Disclaimer. (a) Except for the representations and warranties made by Parent and Merger Sub contained in this Article IV V and the certificate delivered pursuant to Section 7.3(a) and 7.3(b), neither Parent, Merger Parent nor Acquisition Sub nor any other Person on behalf of Parent or Acquisition Sub makes any express or implied representation or warranty with respect to Parent or any of its Subsidiaries Acquisition Sub or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and each of Parent and Merger Sub hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in this Article IV neither Parent, Merger Sub nor with respect to any other Person makes or has made any representation or warranty information provided to the Company or any of their Affiliates or Representatives in connection with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Subsidiaries or their respective businesses, or (ii) any oral or written information presented to the Company or any of their Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby, including the accuracy, completeness or currency thereof. (b) Each of Parent and Merger Acquisition Sub acknowledge acknowledges that they and agree that it their Representatives (i) has had the opportunity have received access as requested to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and the Company Subsidiaries, (iiA) has had access to such books and records, facilities, properties, premises, equipment, contracts and other assets of the Company and the Company its Subsidiaries which it they and its Affiliates and their Representatives have requested to review, review and (iiiB) has had access to the electronic data room maintained by in connection with the Company through IntraLinks, Inc. for purposes of the transactions transaction contemplated hereby, (iv) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, hereby and (vii) has conducted its own independent investigation have had opportunities as requested to meet with the management of the Company and its Subsidiaries and to discuss the business and assets of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated hereby. (c) Notwithstanding anything contained in this Agreement to the contrary, each of . Parent and Merger Acquisition Sub each specifically acknowledges and agrees that that, except for the representations and warranties expressly set forth in Article IV and the certificate delivered pursuant to Section 7.2(a) and 7.2(b), neither the Company nor any Person of its Subsidiaries makes, or has made made, any representation or is making warranty relating to itself or its business or otherwise in connection with the Merger, and Parent and Acquisition Sub are not relying on any representation or warranty except for those expressly set forth in Article IV, and, if made, such representations and warranties are hereby expressly disclaimed by Parent and Acquisition Sub and are not and shall not be deemed to be or include representations or warranties whatsoever, unless and to the extent any such materials or information is the subject of any express or implied, beyond those expressly given by the Company in Article III hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, Merger Sub or any of their respective Affiliates or Representatives. Without limiting the generality of the foregoing, 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 that may have been made available to Parent, Merger Sub or any of their respective Affiliates or Representativesset forth in Article IV.