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

No Other Representations and Warranties; Disclaimers. (a) Except for the representations and warranties made by Parent and Merger Sub in Section 1.3(a) and 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 Section 1.3(a) and 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 operations or (ii) any oral or written information furnished or made available 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 consummation of the Merger and the other Transactions. (b) Each of Parent and Merger Sub acknowledges and agrees 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 its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its Affiliates and Representatives have desired or requested to review, (iii) has had access to the data room maintained by the Company for purposes of the Transactions, (iv) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (v) has conducted to its satisfaction its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the Transactions. (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 other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly made 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 its Affiliates or Representatives.

No Other Representations and Warranties; Disclaimers. (a) Except for the representations and warranties made by Parent and Merger Sub the Company in Section 1.3(a) and this Article IVIII, 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 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 Section 1.3(a) and this Article IVIII, neither Parent, Merger Sub the Company nor any other Person makes or has made any representation or warranty to the Company 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 Parentthe Company, any of its Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to the Company Parent, Merger Sub 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 consummation of the Merger and the other Transactionstransactions contemplated hereby, including the accuracy, completeness or currency thereof, and neither the Company nor any other Person will have any liability to Parent, Merger Sub or any other Person in respect of such information, including any subsequent use of such information, except for any claim for damages for a breach of any representation or warranty made by the Company in this Article III relating to such information or in the case of fraud. (b) Each of Parent and Merger Sub acknowledges and agrees 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 its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its Affiliates and Representatives have desired or requested to review, (iii) has had access to the data room maintained by the Company for purposes of the Transactions, (iv) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (v) has conducted to its satisfaction its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the Transactions. (c) Notwithstanding anything contained in this Agreement to the contrary, each except in the case of Parent and Merger Sub fraud, the Company acknowledges and agrees that neither the Company Parent, Merger Sub nor any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly made by the Company Parent and Merger Sub in Article III IV hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parentthe Company, Merger Sub 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 its Affiliates or Representatives.

No Other Representations and Warranties; Disclaimers. (a) Except for the representations and warranties made by Parent and Merger Sub in Section 1.3(a) and 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 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 in Section 1.3(a) and 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 operations or (ii) any oral or written information furnished or made available 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 consummation of the Merger and the other Transactionstransactions contemplated hereby, including the accuracy, completeness or currency thereof, and neither Parent nor any other Person will have any liability to the Company or any other Person in respect of such information, including any subsequent use of such information, except for any claim for damages for a breach of any representation or warranty made by Parent in this Article IV relating to such information or in the case of fraud. (b) Each of Parent and Merger Sub acknowledges and agrees 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 its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its Affiliates and Representatives have desired or requested to review, (iii) has had access to the data room maintained by the Company for purposes of the Transactions, (iv) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (v) has conducted to its satisfaction its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the Transactions. (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 other Person has made or is making making, and they are not relying upon, any representations or warranties whatsoever, express or implied, beyond those expressly made 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 its Affiliates or Representatives.

No Other Representations and Warranties; Disclaimers. (a) Except for the representations and warranties made by Parent and Merger Sub the Company in Section 1.3(a) and this Article IVIII, 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 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 Section 1.3(a) and this Article IVIII, neither Parent, Merger Sub the Company nor any other Person makes or has made any representation or warranty to the Company 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 Parentthe Company, any of its Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to the Company Parent, Merger Sub 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 consummation of the Merger and the other Transactions. (b) Each of Parent and Merger Sub acknowledges and agrees 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 its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its Affiliates and Representatives have desired or requested to review, (iii) has had access to the data room maintained by the Company for purposes of the Transactions, (iv) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (v) has conducted to its satisfaction its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the Transactions. (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 Parent, Merger Sub nor any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly made by the Company Parent and Merger Sub in Section 1.3(a) and Article III IV hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parentthe Company, Merger Sub 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 its Affiliates or Representatives.

No Other Representations and Warranties; Disclaimers. (a) Except for the representations and warranties made by Parent Purchaser and Merger Sub in Section 1.3(a) Sections 3.1 and this Article IV3.3, neither ParentPurchaser, Merger Sub nor any other Person makes any express or implied representation or warranty with respect to Parent Purchaser or any of its Subsidiaries or their respective businesses, assets, operations, assets, liabilities, condition (financial or otherwise) or prospects, and each of Parent Purchaser and Merger Sub 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 Purchaser and Merger Sub in Section 1.3(a) Sections 3.1 and this Article IV3.3, neither ParentPurchaser, Merger Sub nor any other Person makes or has made any representation or warranty to the Company or any of their Affiliates its officers, directors, employees, Affiliates, investment bankers, financial advisors, attorneys, accountants or Representatives other representatives (collectively, “Representatives”) with respect to (iA) any financial projection, forecast, estimate, budget or prospect prospective information relating to ParentPurchaser, any of its Subsidiaries or their respective businesses or operations or (iiB) any oral or written information furnished or made available to the Company or any of their Affiliates or its Representatives in the course of their its due diligence investigation of ParentPurchaser, the negotiation of this Agreement or in the course of the consummation of the Merger Merger, the Financing and the other Transactions. (b) Each of Parent and Merger Sub acknowledges and agrees that it (i) has had transactions contemplated hereby, including the opportunity to meet with the management of the Company and to discuss the businessaccuracy, assets and liabilities of the Company and its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its Affiliates and Representatives have desired completeness or requested to review, (iii) has had access to the data room maintained by the Company for purposes of the Transactions, (iv) has been afforded the opportunity to ask questions of and receive answers from officers of the Companycurrency thereof, and (v) has conducted to its satisfaction its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the Transactions. (c) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company Purchaser nor any other Person has made will have any liability to Company or is making any representations or warranties whatsoever, express or implied, beyond those expressly made by the Company other Person in Article III hereofrespect of such information, including any implied representation or warranty as to subsequent use of such information, except in the accuracy or completeness case 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 its Affiliates or Representativesfraud.

No Other Representations and Warranties; Disclaimers. (a) Except for the representations and warranties made by Parent Purchaser and Merger Sub in Section 1.3(a) Sections 3.1 and this Article IV3.3, neither ParentPurchaser, Merger Sub nor any other Person makes any express or implied representation or warranty with respect to Parent Purchaser or any of its Subsidiaries or their respective businesses, assets, operations, assets, liabilities, condition (financial or otherwise) or prospects, and each of Parent Purchaser and Merger Sub 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 Purchaser and Merger Sub in Section 1.3(a) Sections 3.1 and this Article IV3.3, neither ParentPurchaser, Merger Sub nor any other Person makes or has made any representation or warranty to the Company or any of their Affiliates its officers, directors, employees, Affiliates, investment bankers, financial advisors, attorneys, accountants or Representatives other representatives (collectively, "Representatives") with respect to (iA) any financial projection, forecast, estimate, budget or prospect prospective information relating to ParentPurchaser, any of its Subsidiaries or their respective businesses or operations or (iiB) any oral or written information furnished or made available to the Company or any of their Affiliates or its Representatives in the course of their its due diligence investigation of ParentPurchaser, the negotiation of this Agreement or in the course of the consummation of the Merger Merger, the Financing and the other Transactions. (b) Each of Parent and Merger Sub acknowledges and agrees that it (i) has had transactions contemplated hereby, including the opportunity to meet with the management of the Company and to discuss the businessaccuracy, assets and liabilities of the Company and its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its Affiliates and Representatives have desired completeness or requested to review, (iii) has had access to the data room maintained by the Company for purposes of the Transactions, (iv) has been afforded the opportunity to ask questions of and receive answers from officers of the Companycurrency thereof, and (v) has conducted to its satisfaction its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the Transactions. (c) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company Purchaser nor any other Person has made will have any liability to Company or is making any representations or warranties whatsoever, express or implied, beyond those expressly made by the Company other Person in Article III hereofrespect of such information, including any implied representation or warranty as to subsequent use of such information, except in the accuracy or completeness case 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 its Affiliates or Representativesfraud.

No Other Representations and Warranties; Disclaimers. (a) Except for the representations and warranties made by Parent and Merger Sub the Company in Section 1.3(a) and this Article IVII, 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 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 Section 1.3(a) and this Article IVII, neither Parent, Merger Sub the Company nor any other Person makes or has made any representation or warranty to the Company any Purchaser Entity or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parentthe Company, any of its Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to the Company any Purchaser Entity or any of their Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement the Transaction Agreements or in the course of the consummation of the Merger and the other Transactions. (b) Each of Parent and Merger Sub acknowledges and agrees 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 its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its Affiliates and Representatives have desired or requested to review, (iii) has had access to the data room maintained by the Company for purposes of the Transactions, (iv) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (v) has conducted to its satisfaction its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the Transactions. (c) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub the Company acknowledges and agrees that neither none of the Company nor Purchaser Entities or any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly made by the Company Purchaser Entities in Article III IV hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Purchaser Entities and any of their respective Subsidiaries furnished or made available to Parentthe Company, Merger Sub 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 its Affiliates or Representatives.

No Other Representations and Warranties; Disclaimers. (a) Except for the representations and warranties made by Parent and Merger Sub the Company in Section 1.3(a) and this Article IVII, 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 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 Section 1.3(a) and this Article IVII, neither Parent, Merger Sub the Company nor any other Person makes or has made any representation or warranty to the Company any Purchaser Entity or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parentthe Company, any of its Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to the Company any Purchaser Entity or any of their Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement the Transaction Agreements or in the course of the consummation of the Merger and the other Transactions. (b) Each of Parent and Merger Sub acknowledges and agrees 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 its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its Affiliates and Representatives have desired or requested to review, (iii) has had access to the data room maintained by the Company for purposes of the Transactions, (iv) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (v) has conducted to its satisfaction its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the Transactions. (c) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub the Company acknowledges and agrees that neither none of the Company nor Purchaser Entities or any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly made by the Company Purchaser Entities in Article III hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Purchaser Entities and any of their respective Subsidiaries furnished or made available to Parentthe Company, Merger Sub 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 its Affiliates or Representatives.

No Other Representations and Warranties; Disclaimers. (a) Except for the representations and warranties made by Parent and Merger Sub the Company in Section 1.3(a) and this Article IVIII, 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 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 Section 1.3(a) and this Article IVIII, neither Parent, Merger Sub the Company nor any other Person makes or has made any representation or warranty to the Company 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 Parentthe Company, any of its Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to the Company Parent, Merger Sub or any of their Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement the Transaction Agreements or in the course of the consummation of the Merger and the other Transactions. (b) Each of Parent and Merger Sub acknowledges and agrees 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 its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its Affiliates and Representatives have desired or requested to review, (iii) has had access to the data room maintained by the Company for purposes of the Transactions, (iv) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (v) has conducted to its satisfaction its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the Transactions. (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 or any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly made by the Company Parent and Merger Sub in Article III IV hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent and Merger Sub and any of their respective Subsidiaries furnished or made available to Parentthe Company, Merger Sub 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 its Affiliates or Representatives.