Common use of No Other Representations or Warranties; Disclaimer Clause in Contracts

No Other Representations or Warranties; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to the on-line data room hosted on behalf of the Company in connection with the transaction contemplated by the Transaction Documents, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects and the transactions contemplated hereby to the extent necessary and appropriate for Parent and Merger Sub to make an informed decision with respect to whether to enter into this Agreement and to consummate the transactions contemplated hereby and, except for the representations and warranties contained in Article III or in any schedule, certificate or instrument delivered with respect thereto, Parent and Merger Sub have not relied on, and expressly disclaim any reliance on, and none of the Company, its Subsidiaries or any of their respective affiliates or Representatives makes or has made any representation or warranty, either express or implied, whether written or oral, concerning the Company, its Subsidiaries or any of their respective affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, the transactions contemplated by this Agreement or otherwise with respect to any information provided by or on behalf of the Company, its Subsidiaries or any of their respective affiliates or Representatives. Without limiting the foregoing, each of Parent and Merger Sub further acknowledges and agrees that, except for the representations and warranties contained in Article III or in any schedule, certificate or instrument delivered with respect thereto, none of the Company nor any of its stockholders, directors, officers, employees, affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding the Company, its Subsidiaries or their respective businesses and operations. Each of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which Parent and Merger Sub are familiar, that Parent and Merger Sub acknowledge that they have not relied on, and expressly disclaim any reliance on, all such estimates, projections, forecasts, business plans and other forward-looking information furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that Parent and Merger Sub will have no Claim against the Company or any of its stockholders, directors, officers, employees, affiliates, advisors, agents or other Representatives with respect thereto.

No Other Representations or Warranties; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to the on-line data room hosted on behalf of the Company in connection with the transaction contemplated by the Transaction Documents, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects and the transactions contemplated hereby to the extent necessary and appropriate for Parent and Merger Sub to make an informed decision with respect to whether to enter into this Agreement and to consummate the transactions contemplated hereby and, except Except for the representations and warranties contained in this Article III III, neither Seller, the Company nor any other person acting on behalf thereof (including any of their respective affiliates, officers, directors, employees, agents or in representatives) makes any schedulerepresentation or warranty, certificate express, implied, statutory or instrument delivered with respect thereto, Parent and Merger Sub have not relied onarising by operation of law, and expressly disclaim Seller hereby disclaims any reliance onsuch representation or warranty, and none of whether by Seller, the Company, its Subsidiaries Company or any of their respective affiliates affiliates, officers, directors, employees, agents or Representatives makes representatives or has made any representation other person, notwithstanding the delivery or warrantydisclosure to Purchaser or any of its affiliates, either express officers, directors, employees, agents or impliedrepresentatives or any other person of any documentation or other information by Seller, whether written or oral, concerning the Company, its Subsidiaries Company or any of their respective affiliates affiliates, officers, directors, employees, agents or representatives or any of their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, the transactions contemplated by this Agreement or otherwise other person. In connection with respect to any information provided by or on behalf Purchaser's investigation of the Company, its Subsidiaries or any of their respective affiliates or Representatives. Without limiting the foregoing, each of Parent Purchaser has received from Seller and Merger Sub further acknowledges and agrees that, except for the representations and warranties contained in Article III or in any schedule, certificate or instrument delivered with respect thereto, none of the Company nor any of its stockholders, directors, officers, employees, affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, certain projections, forecasts, forecasts and business plans or other forward-looking plan information regarding the Company, its Subsidiaries or their respective businesses relating to future periods. Purchaser agrees and operations. Each of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop make such estimates, projections, forecasts, business plans projections and other forward-looking information with which Parent forecasts and Merger Sub are familiarplans, that Parent Purchaser is familiar with such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and Merger Sub acknowledge that they have not relied on, and expressly disclaim any reliance on, accuracy of all such estimates, projections, forecasts, business plans projections and other forward-looking information forecasts and plans so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information)it, and that Parent and Merger Sub will Purchaser shall have no Claim claim against the Company Seller or any of its stockholders, directors, officers, employees, affiliates, advisors, agents or other Representatives person with respect thereto. Accordingly, Seller makes no representation or warranty with respect to such projections, forecasts or business plans. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER IS ACQUIRING THE SHARES AND THE COMPANY "AS IS", "WHERE IS" AND "WITH ALL FAULTS", AND SELLER EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY OPERATION OF LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IMPLIED WARRANTIES OF FITNESS AND MERCHANTABILITY SHALL NOT APPLY. PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL PROVISIONS OF THE FLORIDA DECEPTIVE AND UNFAIR TRADE PRACTICES ACT AND ALL PROVISIONS OF THE GEORGIA UNIFORM DECEPTIVE TRADE PRACTICES ACT, AS AMENDED, TO THE EXTENT APPLICABLE TO THE TRANSACTIONS CONTEMPLATED HEREBY. PURCHASER FURTHER REPRESENTS AND WARRANTS TO SELLER THAT PURCHASER (I) HAS ASSETS OF $5,000,000 OR MORE; (II) HAS KNOWLEDGE OF AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE PURCHASER TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; (III) HAS HAD ACCESS TO ALL FINANCIAL, CORPORATE AND OTHER INFORMATION RELATED TO THE COMPANY AND ITS BUSINESS AND OPERATIONS AND HAS HAD THE OPPORTUNITY TO INTERVIEW AND QUESTION THE COMPANY'S MANAGEMENT CONCERNING THE COMPANY AND ITS BUSINESS AND OPERATIONS; (IV) IS REPRESENTED BY LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT AND SUCH TRANSACTIONS; AND (V) IS NOT IN A DISPARATE BARGAINING POSITION RELATIVE TO SELLER.

No Other Representations or Warranties; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business of the Company and its Subsidiaries with the management of the CompanyEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 3, (b) has had reasonable access to the on-line data room hosted on behalf of the Company in connection with the transaction contemplated by the Transaction DocumentsTHE COMPANY DOES NOT MAKE, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its SubsidiariesHAS NOT MADE AND SHALL NOT BE DEEMED TO MAKE OR HAVE MADE ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY, their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects and the transactions contemplated hereby to the extent necessary and appropriate for Parent and Merger Sub to make an informed decision with respect to whether to enter into this Agreement and to consummate the transactions contemplated hereby and, except for the representations and warranties contained in Article III or in any schedule, certificate or instrument delivered with respect thereto, Parent and Merger Sub have not relied on, and expressly disclaim any reliance on, and none of the Company, its Subsidiaries or any of their respective affiliates or Representatives makes or has made any representation or warranty, either express or implied, whether written or oral, concerning the Company, its Subsidiaries or any of their respective affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, the transactions contemplated by this Agreement or otherwise with respect to any information provided by or on behalf of the Company, its Subsidiaries or any of their respective affiliates or RepresentativesAND THE COMPANY HEREBY EXPRESSLY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. Without limiting the generality of the foregoing, each of Parent and Merger Sub further acknowledges and agrees thatnotwithstanding anything to the contrary in this Agreement, except for the representations and warranties contained in Article III or in any schedule, certificate or instrument delivered with respect thereto, none of the Company nor any of its stockholders, directors, officers, employees, affiliates, advisors, agents has not made (and shall not be deemed to make or other Representatives has made have made) any representation or warranty concerning to Subscriber with respect to (a) any estimates, projections, forecasts, business plans plans, budgets or similar materials or information relating to the future operating and financial performance of the Company (including without limitation future revenues, expenses, expenditures or results of operations) heretofore or hereafter delivered or made available to any Subscriber or any of its agents or representatives, or (b) except as expressly covered by a representation and warranty contained in this Article 4, any other forward-looking information regarding or documents (financial or otherwise) delivered or made available to Subscriber or any of its agents or representatives with respect to the Company. In furtherance of the foregoing, Subscriber acknowledges and agrees that (x) no representation or warranty is being made with respect to the future operating or financial performance of the Company, its Subsidiaries or their respective businesses and operations. Each of Parent and Merger Sub hereby acknowledges that (y) there are uncertainties inherent in attempting to develop such make estimates, projections, forecasts, business plans plans, budgets and other forward-looking information with which Parent similar materials and Merger Sub are familiarinformation, that Parent Subscriber is familiar with such uncertainties, that Subscriber is taking full responsibility for making its own evaluation of the adequacy and Merger Sub acknowledge that they have not relied on, accuracy of any and expressly disclaim any reliance on, all such estimates, projections, forecasts, business plans plans, budgets and other forward-looking similar materials or information furnished that may have been delivered or made available to them (including the reasonableness it or any of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information)its agents or representatives, and that Parent and Merger Sub the Subscriber will have no Claim not assert any claims against the Company or any of its stockholdersmembers, directorsaffiliates, officers, managers, employees, affiliates, advisors, agents or other Representatives representatives with respect thereto.

No Other Representations or Warranties; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business of the Company and its Subsidiaries with the management of the CompanyEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III OR IN ARTICLE IV OF THIS AGREEMENT, (b) has had reasonable access to the on-line data room hosted on behalf of the Company in connection with the transaction contemplated by the Transaction DocumentsNEITHER THE COMPANY NOR SELLER MAKES, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects and the transactions contemplated hereby to the extent necessary and appropriate for Parent and Merger Sub to make an informed decision with respect to whether to enter into this Agreement and to consummate the transactions contemplated hereby and, except for the representations and warranties contained in Article III or in any schedule, certificate or instrument delivered with respect thereto, Parent and Merger Sub have not relied on, and expressly disclaim any reliance on, and none of the Company, its Subsidiaries or any of their respective affiliates or Representatives makes or has made any representation or warranty, either express or implied, whether written or oral, concerning the Company, its Subsidiaries or any of their respective affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, the transactions contemplated by this Agreement or otherwise with respect to any information provided by or on behalf of the Company, its Subsidiaries or any of their respective affiliates or RepresentativesHAS MADE OR SHALL BE DEEMED TO MAKE OR HAVE MADE ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AND THE COMPANY AND SELLER HEREBY EXPRESSLY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. Without limiting the generality of the foregoing, each of Parent and Merger Sub further acknowledges and agrees thatnotwithstanding anything to the contrary in this Agreement, except for the representations and warranties contained in Article III or in any schedule, certificate or instrument delivered with respect thereto, none of neither the Company nor any of its stockholdersSeller makes, directors, officers, employees, affiliates, advisors, agents has made or other Representatives has shall be deemed to make or have made any representation or warranty concerning to Buyer with respect to any estimates, projections, forecasts, business plans plans, budgets or other forward-looking similar materials or information regarding relating to the Companyfuture operating and financial performance of the Companies heretofore or hereafter delivered or made available to Buyer or any of its agents or representatives. In furtherance of the foregoing, its Subsidiaries Buyer acknowledges and agrees that (x) no representation or their respective businesses warranty is being made with respect to the future operating or financial performance of the Companies, and operations. Each of Parent and Merger Sub hereby acknowledges that (y) there are uncertainties inherent in attempting to develop such make estimates, projections, forecasts, business plans plans, budgets and other forward-looking information with which Parent similar materials and Merger Sub are familiarinformation, that Parent and Merger Sub acknowledge that they have not relied onBuyer is familiar with such uncertainties, and expressly disclaim that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of any reliance on, and all such estimates, projections, forecasts, business plans plans, budgets and other forward-looking similar materials or information furnished that may have been delivered or made available to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that Parent and Merger Sub will have no Claim against the Company it or any of its stockholders, directors, officers, employees, affiliates, advisors, agents or other Representatives with respect theretorepresentatives. Notwithstanding the foregoing, nothing contained in this Agreement disclaims any conduct or statements by any Person that constitutes fraud.

No Other Representations or Warranties; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business of the Company and its Subsidiaries with the management of the CompanyEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY IN THIS ARTICLE III, (b) has had reasonable access to the on-line data room hosted on behalf of the Company in connection with the transaction contemplated by the Transaction DocumentsNONE OF THE COMPANY, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its SubsidiariesANY SUBSIDIARY OR ANY MEMBER MAKES, their respective businessesHAS MADE OR SHALL BE DEEMED TO MAKE OR HAVE MADE ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, operationsAND EACH OF THE COMPANY, assets, liabilities, results of operations, condition (financial or otherwise) and prospects and the transactions contemplated hereby to the extent necessary and appropriate for Parent and Merger Sub to make an informed decision with respect to whether to enter into this Agreement and to consummate the transactions contemplated hereby and, except for the representations and warranties contained in Article III or in any schedule, certificate or instrument delivered with respect thereto, Parent and Merger Sub have not relied on, and expressly disclaim any reliance on, and none of the Company, its Subsidiaries or any of their respective affiliates or Representatives makes or has made any representation or warranty, either express or implied, whether written or oral, concerning the Company, its Subsidiaries or any of their respective affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, the transactions contemplated by this Agreement or otherwise with respect to any information provided by or on behalf of the Company, its Subsidiaries or any of their respective affiliates or RepresentativesTHE SUBSIDIARIES AND THE MEMBERS HEREBY EXPRESSLY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. Without limiting the generality of the foregoing, each of Parent and Merger Sub further acknowledges and agrees thatnotwithstanding anything to the contrary in this Agreement, except for the representations and warranties contained in Article III or in any schedule, certificate or instrument delivered with respect thereto, none of neither the Company nor any of its stockholdersSubsidiary makes, directors, officers, employees, affiliates, advisors, agents has made or other Representatives has shall be deemed to make or have made any representation or warranty concerning to Buyer, Merger Sub or the Surviving Company with respect to (i) the future operating or financial performance of the Company or any Subsidiary or any estimates, projections, forecasts, business plans or other forward-budgets or similar forward looking information regarding relating to the Companyfuture operating and financial performance of Company or any Subsidiary (including, its Subsidiaries without limitation, future revenues, expenses, expenditures or results of operations) heretofore delivered or made available to Buyer or Merger Sub or any of their respective businesses agents or representatives or (ii) except as expressly covered by a representation and operations. Each of Parent and warranty contained in this Article III, any other information or documents (financial or otherwise) delivered or made available to Buyer or Merger Sub hereby acknowledges that there are uncertainties inherent in attempting or any of their respective agents or representatives with respect to develop such estimates, projections, forecasts, business plans and other forward-looking information with which Parent and Merger Sub are familiar, that Parent and Merger Sub acknowledge that they have not relied on, and expressly disclaim any reliance on, all such estimates, projections, forecasts, business plans and other forward-looking information furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that Parent and Merger Sub will have no Claim against the Company or any of its stockholders, directors, officers, employees, affiliates, advisors, agents or other Representatives with respect theretoSubsidiary.

No Other Representations or Warranties; Disclaimer. Parent and Merger Sub each (a) Purchaser acknowledges and agrees that it (a) has had an opportunity to discuss the business of the Company and its Subsidiaries with the management of the Company, ; (b) has had reasonable access to the on-line data room hosted on behalf of the Company in connection with the transaction contemplated by the Transaction Documents, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company Company; and (dc) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) businesses and prospects and the transactions contemplated hereby to the extent necessary and appropriate for Parent and Merger Sub to make an informed decision with respect to whether to enter into this Agreement and to consummate the transactions contemplated hereby and, except for the representations and warranties contained in Article III 4 or in any scheduleTransaction Agreement to which the Company is or will be a party, certificate or instrument delivered with respect thereto, Parent and Merger Sub have Purchaser has not relied on, and expressly disclaim any reliance on, on and none of the Company, its Subsidiaries or any of their respective affiliates or Representatives makes or has made any representation or warranty, either express or implied, whether written or oral, concerning the Company, its Subsidiaries or any of their respective affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, securities, condition (financial or otherwise) or prospects, the transactions contemplated by this Agreement and the Transaction Agreements or otherwise with respect to any information provided by or on behalf of the Company, its Subsidiaries or any of their respective affiliates or Representatives. Without limiting the foregoing, each of Parent and Merger Sub Purchaser further acknowledges and agrees that, except for the representations and warranties contained in Article III or in any schedule, certificate or instrument delivered with respect thereto, that none of the Company nor any of its stockholders, directors, officers, employees, affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding the Company, its Subsidiaries or their respective businesses and operations. Each of Parent and Merger Sub Purchaser hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which Parent and Merger Sub are Purchaser is familiar, that Parent Purchaser is taking full responsibility for making its own evaluation of the adequacy and Merger Sub acknowledge that they have not relied on, and expressly disclaim any reliance on, accuracy of all such estimates, projections, forecasts, business plans and other forward-looking information furnished to them it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that Parent and Merger Sub Purchaser will have no Claim against the Company or any of its stockholders, directors, officers, employees, affiliates, advisors, agents or other Representatives with respect thereto. (b) Purchaser understands that the Common Stock and Warrants issuable hereunder will not have been registered pursuant to the Securities Act or any applicable state securities laws, that the Common Stock and Warrants issuable hereunder shall be characterized as “restricted securities” under federal securities laws and that under such laws and applicable regulations the Common Stock and Warrants issuable hereunder cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. Purchaser is acquiring the Common Stock and Warrants solely for Purchaser’s own account for investment purposes as a principal and not with a view to the resale or distribution of all or any part thereof. Purchaser is aware that there may be legal and practical limits on Purchaser’s ability to sell or dispose of any of the Common Stock and Warrants and, therefore, that Purchaser should be prepared to bear the economic risk of its investment for an indefinite period of time.