No Other Representations; No Reliance. (a) NONE OF THE COMPANY, ANY COMPANY SECURITYHOLDER NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR THE BUSINESS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY ADDITIONAL AGREEMENT, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV, IN EACH CASE, AS MODIFIED BY THE SCHEDULES TO THIS AGREEMENT. Without limiting the generality of the foregoing, neither the Company, any Company Securityholder nor any of their respective Representatives has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the Company made available to Parent and its Representatives, including due diligence materials, or in any presentation of the business of the Company by management of the Company or others in connection with the transactions contemplated hereby, and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Parent or Merger Sub in executing, delivering and performing this Agreement, the Additional Agreements or the transactions contemplated hereby or thereby, in each case except for the representations and warranties set forth in ARTICLE IV as modified by the Schedules to this Agreement. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by the Company, any Company Securityholder or their respective Representatives are not and shall not be deemed to be or to include representations or warranties of the Company or any Company Securityholder, and are not and shall not be deemed to be relied upon by Parent or Merger Sub in executing, delivering and performing this Agreement, the Additional Agreement and the transactions contemplated hereby or thereby, in each case except for the representations and warranties set forth in ARTICLE IV, in each case, as modified by the Schedules to this Agreement. Except for the specific representations and warranties expressly made by the Company in ARTICLE IV, in each case as modified by the Schedules: (a) Parent acknowledges and agrees that: (i) neither the Company, the Company Securityholders nor any of...
No Other Representations; No Reliance. (a) Notwithstanding the delivery or disclosure to the Supporting Lenders, any of their Affiliates or any of their respective Representatives of any documentation or other information (including any financial projections or other supplemental data) or anything to the contrary in this Agreement, except for the representations and warranties expressly contained in this Article V (in each case, as qualified by the Company Disclosure Letter), (i) neither the Company nor any other Person has made or is making, and each of the Company and its Affiliates expressly disclaims, any representation or warranty of any kind or nature, whether express or implied, at Law or in equity, with respect to the accuracy or completeness of any information provided or made available to the Supporting Lenders by or on behalf of the Company in connection with or related to this Agreement, the transactions contemplated hereby, or the completeness of any information provided in connection therewith and (ii) the Company hereby expressly disclaims any such other representations and warranties.
No Other Representations; No Reliance. Except for (a) the representations and warranties made by the Partnership in this Agreement and (b) the good faith statements and representations made by the Partnership in materials provided to the Consenting Noteholders in connection with negotiation of the Transaction, no party has made to such Consenting Noteholder any express or implied representation or warranty with respect to the Partnership or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and such Consenting Noteholder hereby disclaims any such other representations or warranties. Subject to the foregoing exceptions, such Consenting Noteholder is not relying upon any warranty or representation by, or information from, the Partnership of any sort, oral or written. In particular, and without limiting the generality of the foregoing, such Consenting Noteholder acknowledges that no representation and warranty is made hereunder with respect to any financial projection.
No Other Representations; No Reliance. Except for (a) the representations and warranties made by the Partnership in this Agreement, (b) the representations and warranties made in the Credit Agreement as of the date thereof (as such representations and warranties are modified or supplemented by that certain compliance certificate dated March 23, 2016), and (c) the good faith statements and representations made by the Partnership in materials posted to the Lenders in connection with negotiation of the Transaction and the Amendment, no party has made to such Consenting Lender any express or implied representation or warranty with respect to the Partnership or its subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and such Consenting Lender hereby disclaims any such other representations or warranties. Subject to the foregoing exceptions, such Consenting Lender is not relying upon any warranty or representation by, or information from, the Partnership of any sort, oral or written, except the warranties and representations expressly set forth in this Agreement. In particular, and without limiting the generality of the foregoing, such Consenting Lender acknowledges that no representation and warranty is made hereunder with respect to any financial projection.
No Other Representations; No Reliance. No representations or warranties have been made to Contributor with respect to the investment in the Shares or the Corporation other than the representations set forth herein, and Contributor has not relied upon any representation or warranty not provided herein.
No Other Representations; No Reliance. Buyer has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations and financial condition of the Acquired Company and its Subsidiaries and of their business to the extent Buyer has deemed necessary to enable it to fully evaluate the merits and risks of closing the transactions contemplated by this Agreement. Buyer acknowledges and agrees that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Acquired Company and its Subsidiaries for such purpose. EXCEPT AS SET FORTH IN ARTICLE III OF THIS AGREEMENT, BUYER ACKNOWLEDGES THAT SELLER IS SELLING THE ACQUIRED SHARES TO BUYER WITHOUT MAKING, AND BUYER HAS NOT RELIED UPON, ANY EXPRESS, STATUTORY, OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND FROM SELLER, THE ACQUIRED COMPANY, OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES.
No Other Representations; No Reliance. (a) Each of the parties acknowledges that the detailed representations and warranties set forth in this Agreement have been negotiated at arm’s length among sophisticated business entities. Each party has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Company or Parent, as applicable.
No Other Representations; No Reliance. Except for (a) the representations and warranties made by the Partnership in this Agreement and (b) the good faith statements and representations made by the Partnership in materials provided to such Party in connection with negotiation of the Transaction, no party has made to such Party any express or implied representation or warranty with respect to the Partnership or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and such Party hereby disclaims any such other representations or warranties. Subject to the foregoing exceptions, such Party is not relying upon any warranty or representation by, or information from, the Partnership of any sort, oral or written. In particular, and without limiting the generality of the foregoing, such Party acknowledges that no representation and warranty is made hereunder with respect to any financial projection.
No Other Representations; No Reliance. Except for the representations and warranties expressly set forth in Article III and Article IV (as modified by the Disclosure Schedules), Buyer hereby acknowledges that neither Seller nor any of its Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or the Business or any of its assets or Liabilities (and Buyer has not relied on any such representation or warranty) or (b) will have or be subject to any liability or indemnification obligation to Buyer resulting from the delivery, dissemination or other distribution of information to Buyer or any of its representatives. Buyer hereby acknowledges (each for itself and on behalf of its Affiliates and representatives) that it has conducted, to its satisfaction, its own investigation of the business, operations, assets and financial condition of the Business and, in making its determination to proceed with the Contemplated Transactions, each of Buyer and its Affiliates and representatives have relied solely on the representations and warranties in Article III and Article IV (as modified by the Disclosure Schedules).
No Other Representations; No Reliance. Except for the representations and warranties made by the Partnership in this Agreement, no party has made to Xxxxxx or the Xxxxx Group any express or implied representation or warranty with respect to the Partnership or its subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and such Party hereby disclaims any such other representations or warranties. Subject to the foregoing exceptions, each of Xxxxxx and each member of the Xxxxx Group is not relying upon any warranty or representation by, or information from, the Partnership of any sort, oral or written, except the warranties and representations expressly set forth in this Agreement. In particular, and without limiting the generality of the foregoing, each of Xxxxxx and each member of the Xxxxx Group acknowledges that no representation and warranty is made hereunder with respect to any financial projection.
