Common use of No Other Representations; No Reliance; Waiver Clause in Contracts

No Other Representations; No Reliance; Waiver. The Company represents, warrants, acknowledges and agrees that other than (a) as expressly set forth in Section 4 of this Agreement or in the Tri-Party Agreement, (b) the representations made by Parent to Cravath, Swaine & Xxxxx LLP (“Parent Tax Counsel”) in the Parent Signing Representation Letters or the Parent Closing Representation Letters (each as defined in the Tri-Party Agreement) and (c) the representations made by Parent to KPMG LLP (“Xxxxxx Tax Counsel”) in the Parent Signing Representation Letters or the Parent Closing Representation Letters, none of Parent, Sub, any of their Affiliates or stockholders or any of their respective Representatives (collectively, the “Parent Related Persons”) makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any information provided or made available to the Company, any of its Affiliates or shareholders or any of their respective Representatives (collectively, “Company Related Persons”) or any other person in connection with this Agreement, the Merger or any of the other transactions contemplated by this Agreement or with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations, future cash flows or future financial condition, or any component of the foregoing, or any other forward looking information, of Parent, Sub or any of their Affiliates, and no Company Related Person has relied on any information or statements made or provided (or not made or provided) to any Company Related Person other than the representations and warranties of the Parent and Sub expressly set forth in Section 4 of this Agreement or in the Tri-Party Agreement.

No Other Representations; No Reliance; Waiver. The Company represents, warrants, acknowledges and agrees that other than (a) as expressly set forth in Section 4 of this Agreement or in the Tri-Party Agreement, (b) the representations made by Parent to Cravath, Swaine & Xxxxx LLP (“Parent Tax Counsel”) in the Parent Signing Representation Letters or the Parent Closing Representation Letters (each as defined in the Tri-Party Agreement) and (c) the representations made by Parent to KPMG LLP (“Xxxxxx Tax Counsel”) in the Parent Signing Representation Letters or the Parent Closing Representation Letters, none of Parent, Merger Sub, any of their Affiliates or stockholders shareholders or any of their respective Representatives (collectively, the “Parent Related Persons”) makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any information provided or made available to the Company, any of its Affiliates or shareholders or any of their respective Representatives (collectively, “Company Related Persons”) or any other person in connection with this Agreement, the Merger Merger, the Company Voting Agreement or any of the other transactions contemplated by this Agreement or with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operationsoperations (or any component thereof), future cash flows or future financial conditioncondition (or any component thereof), or any component of the foregoing, or any other forward looking information, of Parent, Merger Sub or any of their AffiliatesAffiliates (including any such projections or forecasts provided or made available to the Company or Company Related Persons in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement), and no Company Related Person has relied on any information or statements made or provided (or not made or provided) to any Company Related Person other than the representations and warranties of the Parent and Merger Sub expressly set forth in Section 4 of this Agreement or in (as qualified by the Tri-Party AgreementParent Disclosure Letter) and any certificate delivered pursuant to Section 7.3(d).

No Other Representations; No Reliance; Waiver. The Company represents, warrants, acknowledges and agrees that other than (a) as expressly set forth in Section 4 of this Agreement or in the Tri-Party Agreement, (b) the representations made by Parent to Cravath, Swaine & Xxxxx LLP (“"Parent Tax Counsel”") in the Parent Signing Representation Letters or the Parent Closing Representation Letters (each as defined in the Tri-Party Agreement) and (c) the representations made by Parent to KPMG LLP (“"Xxxxxx Tax Counsel”") in the Parent Signing Representation Letters or the Parent Closing Representation Letters, none of Parent, Sub, any of their Affiliates or stockholders or any of their respective Representatives (collectively, the “"Parent Related Persons”") makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any information provided or made available to the Company, any of its Affiliates or shareholders or any of their respective Representatives (collectively, “"Company Related Persons”") or any other person in connection with this Agreement, the Merger or any of the other transactions contemplated by this Agreement or with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations, future cash flows or future financial condition, or any component of the foregoing, or any other forward looking information, of Parent, Sub or any of their Affiliates, and no Company Related Person has relied on any information or statements made or provided (or not made or provided) to any Company Related Person other than the representations and warranties of the Parent and Sub expressly set forth in Section 4 of this Agreement or in the Tri-Party Agreement.