Common use of No Other Representations; Non-Reliance Clause in Contracts

No Other Representations; Non-Reliance. Except for the representations and warranties contained in this Section 5 (including the related portions of the Schedules) and the Transaction Documents, neither the Purchaser nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Purchaser. Without limiting the generality of the foregoing, neither Purchaser nor any other Person has made or makes any representation or warranty with respect to any projections, estimates or budgets of future revenues, future results of operations, future cash flows or future financial condition (or any component of any of the foregoing) of the Purchaser. The Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) and assets of LIBB and LIBC, 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 Vendors, LIBB, and LIBC for such purpose. The Purchaser acknowledges and agrees that (a) in making its decision to enter into this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and thereby, the Purchaser has relied solely upon its own investigation and the express representations and warranties of the Vendors, LIBB, and LIBC set forth in Sections 3 and 4 of this Agreement (including the related portions of the Schedules) and the Transaction Documents; and (b) none of the Vendors, LIBB, LIBC or any other Person has made any representation or warranty as to the Vendors, LIBB, or LIBC or this Agreement, except as expressly set forth in Sections 3 and 4 of this Agreement (including the related portions of the Schedules) and the Transaction Documents.

No Other Representations; Non-Reliance. Except for the specific representations and warranties contained in this Section 5 the Company’s and the Shareholders’ representations and warranties set forth in Sections 3 and 4 (including the related portions of the SchedulesCompany Disclosure Schedule) and the Transaction DocumentsCompany Certificate, neither (1) Purchaser acknowledges and agrees that (A) none of Shareholders, the Purchaser nor Company or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Purchaser. Without limiting Shareholders or the generality Company, in respect of the foregoingCompany Business, neither Purchaser nor any other Person has made or makes any representation or warranty with respect to any projectionsthe Company, estimates or budgets of future revenuesthe Company’s assets, future results of operationsliabilities, future cash flows or future financial condition (or any component of any of the foregoing) of the Purchaser. The Purchaser has conducted its own independent investigation, review and analysis of the business, results of 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 Company’s business, the effectiveness or the success of any operations, or the accuracy or completeness of documents, projections, material or other information (financial or otherwise) regarding the Company furnished to Purchaser or its representatives or made available to Purchaser and assets its representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby, or in respect of LIBB and LIBCany other matter or thing whatsoever, and acknowledges (B) no officer, agent, representative or employee of the Shareholders or the Company has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in the Transaction Documents and subject to the limited remedies herein provided; (2) Purchaser specifically disclaims that it is relying upon or has been provided adequate access to the personnel, properties, assets, premises, books relied upon any such other representations or warranties and records and other documents and data of the Vendors, LIBB, and LIBC for such purpose. The Purchaser acknowledges and agrees that (a) in making its decision to enter into this Agreement the Company and the Transaction Documents Shareholders have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty; (3) Purchaser specifically disclaims any obligation or duty by the Shareholders or the Company to consummate make any disclosures of fact not required to be disclosed pursuant to the transactions contemplated hereby and thereby, the Purchaser has relied solely upon its own investigation and the express specific representations and warranties of the Vendors, LIBB, and LIBC set forth in Sections 3 and 4 of this Agreement (including the related portions of the Schedules) and the Transaction DocumentsAgreement; and (b4) none of Purchaser is acquiring the Vendors, LIBB, LIBC or any other Person has made any representation or warranty as Shares subject only to the Vendors, LIBB, or LIBC or this Agreement, except as expressly specific representations and warranties set forth in Sections 3 and 4 of this Agreement (including the related portions of the Schedules) and the Transaction DocumentsAgreement. 6.

No Other Representations; Non-Reliance. Except for the representations (a) Buyer acknowledges and warranties contained in this Section 5 (including the related portions of the Schedules) agrees that it and the Transaction Documents, neither the Purchaser nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Purchaser. Without limiting the generality of the foregoing, neither Purchaser nor any other Person has made or makes any representation or warranty with respect to any projections, estimates or budgets of future revenues, future results of operations, future cash flows or future financial condition (or any component of any of the foregoing) of the Purchaser. The Purchaser has its respective Affiliates and their respective Representatives have conducted its their own independent investigation, review and analysis of the businessCompany, the Business, results of operations, prospects, condition (financial or otherwise) and assets or Assets of LIBB and LIBCthe Company, and Buyer acknowledges and agrees that it has been provided adequate access to the personnel, properties, assetsAssets, premises, books and records records, and other documents and data of the Vendors, LIBB, and LIBC Business or Company for such purpose. The Purchaser Buyer acknowledges and agrees that that: (ai) in making its decision to enter into this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and therebyContemplated Transactions, the Purchaser has relied it is relying solely upon its own investigation and the express representations and warranties of Seller, Selling Shareholders and the Vendors, LIBB, and LIBC Company set forth in Sections 3 Article III and 4 Article IV of this Agreement (including the related portions of the SchedulesDisclosure 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 Transaction DocumentsAncillary 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 (bii) none of the VendorsSelling Shareholders, LIBBSeller, LIBC 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 Vendors, LIBB, Company or LIBC the accuracy or this Agreementcompleteness of any information regarding the Company furnished or made available to Buyer and its Representatives, except as expressly set forth in Sections 3 Article III and 4 Article IV of this Agreement (including Agreement, the related portions of the Schedules) Company Certificate and the Transaction DocumentsAncillary Agreements.

No Other Representations; Non-Reliance. Except for the representations and warranties contained in this Section 5 3 (including the related portions of the Disclosure Schedules) and the Transaction Documents, neither none of the Purchaser nor LIBB Vendor, LIBB, or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the PurchaserLIBB Vendor or LIBB. Without limiting the generality of the foregoing, neither Purchaser nor none of the LIBB Vendor, LIBB, or any other Person has made or makes any representation or warranty with respect to any projections, estimates estimates, or budgets of future revenues, future results of operations, future cash flows or future financial condition (or any component of any of the foregoing) of the PurchaserLIBB. The Purchaser LIBB Vendor has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) and assets of LIBB and LIBCthe Purchaser, 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 Vendors, LIBB, and LIBC Purchaser for such purpose. The Purchaser LIBB Vendor acknowledges and agrees that (a) in making its decision to enter into this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and thereby, the Purchaser LIBB Vendor has relied solely upon its own investigation and the express representations and warranties of the Vendors, LIBB, and LIBC Purchaser set forth in Sections 3 and 4 Section 5 of this Agreement (including the related portions of the Schedules) and the Transaction Documents; and (b) none of neither the Vendors, LIBB, LIBC or Purchaser nor any other Person has made any representation or warranty as to the Vendors, LIBB, or LIBC Purchaser or this Agreement, except as expressly set forth in Sections 3 and 4 Section 5 of this Agreement (including the related portions of the Schedules) and the Transaction Documents.