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) Buyer acknowledges and agrees that it and its respective Affiliates and their respective Representatives have conducted their own independent investigation, review and analysis of the Company, the Business, results of operations, prospects, condition (financial or otherwise) or Assets of the Company, and Buyer acknowledges and agrees that it has been provided adequate access to the personnel, properties, Assets, premises, books and records, and other documents and data of the Business or Company for such purpose. Buyer acknowledges and agrees that: (i) in making its decision to enter into this Agreement and to consummate the Contemplated Transactions, it is relying solely upon its own investigation and the representations and warranties of Seller, Selling Shareholders and the Company set forth in Article III and Article IV of this Agreement (including the related portions of the Disclosure Schedule), the Company Certificate and the other Ancillary Agreements, acknowledges and agrees that neither Seller, Selling Shareholders nor the Company has and does not make any representations and warranties in connection with this Agreement or the other Contemplated Transactions except for the representations and warranties of Seller, Selling Shareholders and the Company set forth in Article III and Article IV of this Agreement (including the related portions of the Disclosure Schedule) and the Ancillary Agreements, and disclaims reliance on any other representations and warranties of any kind or nature express or implied (including, but not limited to, any relating to the future or historical financial condition, results of operations, assets or liabilities or prospects of the Company); and (ii) none of the Selling Shareholders, Seller, the Company or any of their respective Affiliates or respective Representatives (including, without limitation, the directors and officers of the Company) or any other Person has made any representation or warranty as to a Selling Shareholder, Seller, the Company or the accuracy or completeness of any information regarding the Company furnished or made available to Buyer and its Representatives, except as expressly set forth in Article III and Article IV of this Agreement, the Company Certificate and the Ancillary Agreements.
No Other Representations; Non-Reliance. (a) The Company, on behalf of each Participating Securityholder, has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) and assets of Parent and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of the Parent Group for such purpose. The Company, on behalf of each Participating Securityholder, acknowledges and agrees that (i) in making its decision to enter into this Agreement and to consummate the Contemplated Transactions, it has relied solely upon its own investigation (including its own investigation of the Public Documents) and the express representations and warranties of Parent set forth in Article V (as modified by the preamble to Article V), in any Ancillary Agreement and in the Parent Certificate and disclaims 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 Parent Group); and (ii) none of Parent or any of its Subsidiaries or any of their respective Affiliates or respective Representatives or any other Person has made any representation or warranty as to the Parent Entities or the accuracy or completeness of any information regarding the Parent Entities provided or made available to the Company, on behalf of each Participating Securityholder, except as expressly set forth in Article V, the Ancillary Agreements or the Parent Certificate.
No Other Representations; Non-Reliance. (a) Each of AEP and Merger Sub (on behalf of themselves and their Affiliates) acknowledges and agrees that it:
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:
No Other Representations; Non-Reliance. (a) Except for the representations and warranties of the Company expressly set forth in this Article III and Section 5.8(b) of this Agreement, and the representations and warranties of the Company stockholders set forth in Section 5 of the Voting Agreement, (i) neither the Company, any of its Subsidiaries nor any of their respective Affiliates or Representatives (or any other Person acting or purporting to act on behalf of any of the foregoing) makes, or has made, any representation or warranty (whether express or implied) relating to the Company, its Subsidiaries or any of their respective businesses, operations, properties, assets, liabilities or otherwise in connection with this Agreement or the transactions contemplated hereby, including as to the accuracy or completeness of any such information, (ii) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations, properties, assets, liabilities or otherwise in connection with this Agreement or the transactions contemplated by this Agreement, and (iii) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Merger Sub or any of their respective Affiliates or Representatives by the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives (or any other Person acting or purporting to act on behalf of any of the foregoing), including any materials or information made available in the electronic data room hosted by the Company in connection with the transactions contemplated by this Agreement or in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is expressly the subject of any express representation or warranty of the Company set forth in this Article III or Section 5.8(b).
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. (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 acknowledges 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 Schedule), in any Ancillary Agreement and in the Company Certificate and disclaims 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 (ii) none of the Securityholders, the Acquired Companies or any of their respective Affiliates or respective Representatives or any other Person has made any representation or warranty as to the Acquired Companies or the accuracy or completeness of any information regarding the Acquired Companies furnished or made available to the Parent Entities and their Representatives, except as expressly set forth in ARTICLE IV, the Ancillary Agreements or the Company Certificate.
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.
