Common use of No Other Representations; Disclaimer Clause in Contracts

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

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

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

No Other Representations; Disclaimer. (ai) Except for the representations and warranties made by Dex and the Merger Subs Company in this AgreementSection 3.01, neither Dex the Company nor any other Person person makes any express or implied representation or warranty with respect to Dex the Company or its Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, and Dex and the Merger Subs Company hereby disclaim disclaims any such other representations or warranties, including any representation or warranty regarding merchantability or fitness for a particular purpose. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Dex and the Merger Subs Company in this AgreementSection 3.01, neither Dex the Company nor any other Person person makes or has made any representation or warranty to SuperMedia Parent, Merger Sub, or any of its their Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Dexthe Company, any of its Subsidiaries or their respective businesses, or (ii) any oral or written information presented to SuperMedia Parent, Merger Sub, or any of its their Affiliates or representatives Representatives in the course of their due diligence investigation of Dex and its Subsidiariesthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (bii) The Company acknowledges and agrees that it (i) has had the opportunity to meet with the management of Parent and to discuss the business, assets and liabilities of Parent and its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of Parent and its Subsidiaries which it and its representatives have desired or requested to review, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of Parent, and (iv) has conducted its own independent investigation of Parent and its Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated by this Agreement. (iii) Notwithstanding anything contained in this Agreement to the contrary, Dex the Company acknowledges and the Merger Subs acknowledge and agree agrees that neither SuperMedia Parent, Merger Sub nor any other Person person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by SuperMedia Parent and Merger Sub in this AgreementSection 3.02 hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding SuperMedia Parent furnished or made available to Dexthe Company, Newco or Merger Sub or any of their representatives or any representation or warranty regarding merchantability or fitness for a particular purposeits Representatives. Without limiting the generality of the foregoing, Dex and the Merger Subs acknowledge that, except for the representations and warranties made by SuperMedia in this Agreement, Company acknowledges that no representations or warranties are made by SuperMedia or any other Person with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Dex, the Merger Subs Company or any of their representativesits Representatives.

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

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

No Other Representations; Disclaimer. (a) Except for the representations and warranties made by Dex and the Merger Subs Alpha Parties in this Agreement, neither Dex nor no Alpha Party or any other Person makes any express or implied representation or warranty with respect to Dex the Alpha Parties or its their respective Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, and Dex and the Merger Subs Alpha Parties hereby disclaim any such other representations or warranties, including any representation or warranty regarding merchantability or fitness for a particular purpose. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Dex and the Merger Subs Alpha Parties in this Agreement, neither Dex no Alpha Party nor any other Person makes or has made any representation or warranty to SuperMedia Contura or any of its Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Dexany Alpha Party, any of its their respective Subsidiaries or their respective businesses, or (ii) any oral or written information presented to SuperMedia Contura or any of its Affiliates or representatives in the course of their due diligence investigation of Dex and its Subsidiariesthe Alpha Parties, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ba) Notwithstanding anything contained in this Agreement to the contrary, Dex each Alpha Party acknowledges and the Merger Subs acknowledge and agree agrees that neither SuperMedia Contura nor any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by SuperMedia Contura in this Agreement, including any implied representation or warranty as to the accuracy or completeness of any information regarding SuperMedia Contura furnished or made available to Dexthe Alpha Parties, Newco or Merger Sub or any of their representatives or any representation or warranty regarding merchantability or fitness for a particular purpose. Without limiting the generality of the foregoing, Dex and the Merger Subs acknowledge each Alpha Party acknowledges that, except for the representations and warranties made by SuperMedia Contura in this Agreement, no representations or warranties are made by SuperMedia Contura or any other Person with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Dex, the Merger Subs any Alpha Party or any of their representatives.