No Other Representations; Non-Reliance. (a) Each of Parent and Merger Sub (on behalf of themselves and their respective Affiliates) acknowledges and agrees that it:
(i) has had an opportunity to discuss the business of the Company and its Subsidiaries with the Company’s management,
(ii) has had reasonable access to personnel, properties, premises and books and records of the Company and its Subsidiaries, and
(iii) has conducted its own independent investigation and analysis of the Company and its Subsidiaries, their respective businesses and transactions contemplated hereby.
(b) Each of Parent and Merger Sub further acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement:
(i) the Company and its Representatives do not make, and have not made, any representation or warranty whatsoever, express or implied, whether written or oral, at law or in equity, relating to the Company, its Subsidiaries, or any of its or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and
(ii) no Person has been authorized, expressly or impliedly, by the Company to make any representation or warranty relating to itself, its Subsidiaries, or any of the other matters set forth in the foregoing sub-clause (i) in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by the Company; and
(c) Parent and Merger Sub each specifically disclaims that it is relying upon or has relied upon any representations or warranties or other statements or omissions that may have been made by any Person or otherwise occurred (except for the representations and warranties expressly set forth in this Agreement), and acknowledges and agrees that the Company has specifically disclaimed and does hereby specifically disclaim reliance upon any such representation or warranty or other statement or omission (except for the representations and warranties expressly set forth in this Agreement);
No Other Representations; Non-Reliance. Parent and Merger Sub each acknowledge that neither the Company nor any Subsidiary of the Company has made or is making any representations or warranties whatsoever in connection with the transactions contemplated by this Agreement, express or implied, except as provided in Article IV, and that neither Parent nor Merger Sub is relying or has relied on any representations or warranties whatsoever in connection with the transactions contemplated by this Agreement, express or implied, except as provided in Article IV.
No Other Representations; Non-Reliance. (a) The Parent Entities have conducted their own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Acquired Companies, and acknowledge that they have been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of the Acquired Companies for such purpose. The Parent Entities acknowledge and agree that (i) in making their decision to enter into this Agreement and to consummate the Contemplated Transactions, the Parent Entities have relied solely upon their own investigation and the express representations and warranties of the Company set forth in Article IV (including the related portions of the Company Disclosure Letter), in any Ancillary Agreement and in the Company Certificate and disclaim reliance on any other representations and warranties of any kind or nature express or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities or prospects of the Acquired Companies); and
No Other Representations; Non-Reliance. Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Buyer acknowledges and agrees (i) that no Seller or Target is making any representations or warranties whatsoever, express or implied, beyond those expressly set forth in this Agreement (as modified by the Disclosure Schedule), and (ii) that Parent and Buyer are entering into and consummating the transactions contemplated hereby solely based upon and subject to (and neither Parent nor Buyer has relied on any other representations or warranties other than) the specific representations and warranties of Sellers and Targets set forth in this Agreement (as modified by the Disclosure Schedule).
No Other Representations; Non-Reliance. The Investor acknowledges that the Company Parties have not made and are not making any representations or warranties whatsoever regarding the subject matter of this Agreement except as specifically provided in Articles 3 and 4. The Investor is not relying and has not relied on any representations or warranties except as provided in Articles 3 and 4.
No Other Representations; Non-Reliance. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, BUYER ACKNOWLEDGES THAT BUYER HAS NOT RELIED OR IS RELYING UPON ANY INFORMATION REGARDING THE COMPANY, THE STOCKHOLDERS, OR THE TRANSACTIONS (INCLUDING ANY INFORMATION IN ANY CONFIDENTIAL INFORMATION MEMORANDUM, ANY PROJECTIONS, OR ANY INFORMATION SET FORTH IN THE VIRTUAL DATA ROOM, OR ANY INFORMATION PROVIDED IN MANAGEMENT MEETINGS) OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV OR ARTICLE V (AS MODIFIED BY THE DISCLOSURE SCHEDULES). BUYER HAS ENTERED INTO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WITH THE UNDERSTANDING, ACKNOWLEDGEMENT AND AGREEMENT THAT (I) NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ARE OR HAVE BEEN MADE BY THE STOCKHOLDERS OR THE COMPANY WITH RESPECT TO ANY ESTIMATES, PROJECTIONS, FORECASTS, PLANS OR BUDGETS REGARDING FUTURE RESULTS OR ACTIVITIES OR THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY, AND (II) BUYER IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL ESTIMATES, PROJECTIONS, FORECASTS, PLANS OR BUDGETS (PROVIDED OR OTHERWISE MADE AVAILABLE TO BUYER) REGARDING FUTURE RESULTS OR ACTIVITIES OR THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY.
No Other Representations; Non-Reliance. Except for the express representations and warranties contained in Article III and the certificate delivered to Parent by Company pursuant to Section 6.3(c), Parent and Merger Sub agree and acknowledge that none of the Company or any Person on behalf of the Company makes, and neither Parent nor Merger Sub have relied upon, any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided or made available to Parent or Merger Sub in connection with the transactions contemplated by this Agreement, including information conveyed at management presentations, in virtual data rooms or in due diligence sessions and, without limiting the foregoing, including any estimates, projections, predictions or other forward-looking information, and none of the Company or any of its Subsidiaries shall have any liability with respect to any use of any such information, estimates, projections, predictions or other forward-looking information; provided, however, that notwithstanding the foregoing provisions of this Section 4.8, nothing in this Section 4.8 shall limit Parent’s and Merger Sub’s remedies with respect to claims of fraud or intentional or willful misrepresentation in connection with, arising out of or otherwise related to the representations and warranties contained in Article III and in any instrument or other document delivered pursuant to this Agreement. Each of Parent and Merger Sub agrees and acknowledges that none of the Company or any Person on behalf of the Company has made any representations and warranties other than those that are expressly set forth in Article III and the certificate delivered to Parent by Company pursuant to Section 6.3(c).
No Other Representations; Non-Reliance. The Purchasers acknowledge that the Sellers have not made and are not making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Article III (Representations and Warranties of the Sellers) and the certificate set forth in Section 6.2(c), and that the Purchasers are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Article III (Representations and Warranties of the Sellers) and the certificate set forth in Section 6.2(c).
No Other Representations; Non-Reliance. Each of Parent and Merger Sub acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 2 of this Agreement, the Disclosure Schedule and the Company Closing Certificate, the Acquired Companies and their respective Representatives do not make, and have not made, any representation or warranty whatsoever, express or implied, whether written or oral, at law or in equity, relating to the Acquired Companies or any their respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the businesses or the effectiveness or the success of any operations. Each of Parent and Merger Sub specifically disclaims that it is relying upon or has relied upon any representations or warranties or other statements that may have been made by the Company or any of its Representatives (except for the representations and warranties expressly set forth in Section 2 of this Agreement, the Disclosure Schedule and the Company Closing Certificate), and acknowledges and agrees that the Company has specifically disclaimed and does hereby specifically disclaim reliance upon any such representation or warranty or other statement (except for the representations and warranties expressly set forth in Section 2 of this Agreement, the Disclosure Schedule and the Company Closing Certificate).
No Other Representations; Non-Reliance. Parent acknowledges that the Company has not made and is not making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in this Agreement, the Company Letter or any agreement entered into or certificate delivered pursuant to this Agreement, and that is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except with respect to the representations and warranties set forth in this Agreement, the Company Letter or any agreement entered into or certificate delivered pursuant to this Agreement.
