No Other Representations and Warranties of Seller Sample Clauses

No Other Representations and Warranties of Seller. Except for the representations and warranties expressly set forth in ARTICLE 2, neither Seller nor any Transferred Entity nor any of their respective agents, Affiliates, officers, directors, employees or representatives nor any other Person makes or shall be deemed to make any representation or warranty to Buyers, express or implied, at law or in equity, on behalf of Seller, a Transferred Entity or any Affiliate of Seller or of a Transferred Entity, and each of Seller, the Transferred Entities and each of their respective Affiliates by this Agreement disclaims any such representation or warranty (including any representation or warranty as to merchantability, suitability or fitness for a particular purpose or quality), whether by Seller, a Transferred Entity or any of their respective agents, Affiliates, officers, directors, employees or representatives or any other Person, notwithstanding the delivery or disclosure to any Buyer or any of its officers, directors, employees, agents or representatives or any other Person of any documentation or other information by a Seller, a Transferred Entity or any of their respective agents, Affiliates, officers, directors, employees or representatives or any other Person with respect to any one or more of the foregoing.
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No Other Representations and Warranties of Seller. Buyer acknowledges and agrees that, except for the representations and warranties made by Seller in Section 4.01 or this Section 4.02 hereof (as modified by the Seller Disclosure Letter), neither Seller nor any other Person makes any representation or warranty with respect to Seller, any of its Affiliates (including the Group Companies) or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Buyer or any of its Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. In particular, and without limiting the foregoing disclaimer, Xxxxx acknowledges and agrees that, neither Seller nor any other Person makes or has made any representation or warranty to Buyer or any of its Affiliates with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Seller, any of its Affiliates (including the Group Companies) or their respective businesses, or
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No Other Representations and Warranties of Seller. Buyer acknowledges and agrees that, except for the representations and warranties made by Seller in Section 4.01 or this Section 4.02 hereof (as modified by the Seller Disclosure Letter), neither Seller nor any other Person makes any representation or warranty with respect to Seller, any of its Affiliates (including the Group Companies) or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Buyer or any of its Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. In particular, and without limiting the foregoing disclaimer, Buyer acknowledges and agrees that, neither Seller nor any other Person makes or has made any representation or warranty to Buyer or any of its Affiliates with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Seller, any of its Affiliates (including the Group Companies) or their respective businesses, or (ii) except for the representations and warranties made by Seller in this Section 4.01 or Section 4.02 hereof (as modified by the Seller Disclosure Letter), any oral or written information presented to Buyer or any of its Affiliates in the course of their due diligence investigation of Seller and its Affiliates (including the Group Companies), the negotiation of this Agreement or the course of Transactions. Buyer specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person and acknowledges and agrees that Seller and its Affiliates have specifically disclaimed and do hereby specifically disclaims any such other representations and warranties.
Sample 1
No Other Representations and Warranties of Seller. Seller, or any person on behalf of Seller, does not make any statement and does not give any guaranty, representation or warranty, whether express or implied, written or oral, with respect to Seller or the Company except as expressly provided for in Section ‎4 of this Agreement.
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No Other Representations and Warranties of Seller. Except for the representations and warranties contained in this Section 5 (including the related portions of the Disclosure Schedules), neither Seller nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Seller, including any representation or warranty as to the accuracy or completeness of any information regarding the Business and the Purchased Assets furnished or made available to Buyer and any other Buyer Group Member (including any information, documents or material delivered to Buyer and/or made available to Buyer in an electronic dataroom, management presentations or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of the Business, or any representation or warranty arising from statute or otherwise in Law.
Sample 1

Related to No Other Representations and Warranties of Seller

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

  • No Other Representations and Warranties EACH SPAC PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, INCLUDING THE SPONSOR, HEREBY ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN ARTICLE III, THE ANCILLARY AGREEMENTS TO WHICH THE COMPANY IS A PARTY AND ANY CERTIFICATES DELIVERED BY THE COMPANY PURSUANT TO THE TERMS HEREOF OR THEREOF, NO GROUP COMPANY OR AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY OF THE GROUP COMPANIES OR ANY OTHER PERSON OR ENTITY OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO ANY OF THE SPAC PARTIES, THE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE (1) OR MORE OF THE FOREGOING, AND (B) NONE OF THE SPAC PARTIES NOR ANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING THE SPONSOR, RELIED ON ANY REPRESENTATION OR WARRANTY FROM OR ANY OTHER INFORMATION PROVIDED BY ANY GROUP COMPANY OR ANY AFFILIATE THEREOF, INCLUDING ANY COMPANY STOCKHOLDER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN ARTICLE III, THE ANCILLARY AGREEMENTS TO WHICH THE COMPANY IS A PARTY OR ANY CERTIFICATES DELIVERED BY THE COMPANY PURSUANT TO THE TERMS HEREOF OR THEREOF, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY THE COMPANY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS SECTION 4.23 SHALL LIMIT ANY CLAIM OR CAUSE OF ACTION (OR RECOVERY IN CONNECTION THEREWITH) WITH RESPECT TO FRAUD (AS DEFINED HEREIN).

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party represents and warrants as to itself as follows:

  • Other Representations and Warranties CMSI represents and warrants to the Underwriter that:

  • REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to the Company and each Shareholder as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR The Contributor represents and warrants to the Operating Partnership as set forth below in this ARTICLE 2. Notwithstanding any other provision of the Contribution Agreement or this EXHIBIT E, the Contributor makes representations, warranties and indemnities only with respect to: (i) the Properties identified on EXHIBIT A to the Contribution Agreement (the "Property" or the "Properties"), and (ii) the interests in the Partnerships to be transferred by the Contributor.

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

  • No Other Representations and Warranties; Non-Reliance Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).

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