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

No Other Representations or Warranties; Disclosure Schedules. Except for the representations and warranties contained in this Article V (as modified by the Company Disclosure Schedules hereto as supplemented or amended in accordance with the terms hereof), neither the Company nor any other Person makes any other express or implied representation or warranty with respect the Company, its Subsidiaries or the transactions contemplated by this Agreement, and the Company disclaims any other representations or warranties, whether made by the Company or any of its Affiliates, officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Company Disclosure Schedules hereto as supplemented or amended in accordance with the terms hereof), the Company hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Parent or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent or any of its Affiliates or representatives by any director, officer, employee, agent, consultant, or representative of the Company or any of its Affiliates). No reference to or disclosure of any item or other matter in the Company Disclosure Schedule shall be construed as an admission or indication that such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Schedule. The information set forth in the Company Disclosure Schedule is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of Law or breach of any agreement or other instrument or obligation.

No Other Representations or Warranties; Disclosure Schedules. Except for the representations and warranties contained in this Article V III (as modified by the Company Disclosure Schedules hereto Schedules), all of which are true and correct as supplemented or amended in accordance with of the terms date hereof, and any officer’s certificate delivered at the Closing pursuant to Section 2.03(b), neither the Company nor any other Person makes any other express or implied representation or warranty whatsoever, express or implied, with respect to the CompanyCompany or its operations, its Subsidiaries financial condition, assets, liabilities or prospects, or the transactions contemplated by this Agreement, and the Company disclaims any other representations or warranties, whether made by the Company Company, Seller, the Subsidiaries, any of their Affiliates or any of its Affiliatestheir respective managers, officers, directors, employees, advisors, consultants, agents or representatives. Except for the representations and warranties contained in this Article V hereof III (as modified by the Company Disclosure Schedules hereto as supplemented or amended in accordance with Schedules) and any officer’s certificate delivered at the terms hereofClosing pursuant to Section 2.03(b), the Company hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Parent Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent or any of its Affiliates or representatives Buyer by any manager, director, officer, employee, agentadvisor, consultant, consultants agents or representative of the Company Company, Seller or any of its their Affiliates). No reference to or The disclosure of any matter or item or other matter in the Company Disclosure Schedule shall not be construed as deemed to constitute an admission or indication acknowledgment that any such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Schedule. The information set forth in the Company Disclosure Schedule is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of Law or breach of any agreement or other instrument or obligationdisclosed.

No Other Representations or Warranties; Disclosure Schedules. Except for the representations and warranties contained in this Article V III (as modified by the Company Disclosure Schedules hereto as supplemented or amended in accordance with the terms hereof), neither none of the Company nor Sellers or any other Person makes any other express or implied representation or warranty with respect to AdvanceMed, the Company, its Subsidiaries Business or the transactions contemplated by this Agreement, and the Company disclaims Sellers disclaim any other representations or warranties, whether made by the Company Sellers or any of its their Affiliates, officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V III hereof (as modified by the Company Disclosure Schedules hereto as supplemented or amended in accordance with the terms hereof), the Company Sellers hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Parent Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent or any of its Affiliates or representatives Buyer by any stockholder, director, officer, employee, agent, consultant, or representative of the Company Sellers or any of its their Affiliates). No reference to or The disclosure of any matter or item or other matter in the Company any Disclosure Schedule hereto shall not be construed as deemed to constitute an admission or indication acknowledgment that any such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Schedule. The information set forth in the Company Disclosure Schedule is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of Law or breach of any agreement or other instrument or obligationdisclosed.

No Other Representations or Warranties; Disclosure Schedules. Except for the representations and warranties contained in this Article V III (as modified by the Company Disclosure Schedules hereto Schedule) and any officer’s certificate delivered at the Closing pursuant to Section 2.03(a), all of which are true and correct as supplemented or amended in accordance with of the terms date hereof), neither the Company nor any other Person makes any other express or implied representation or warranty whatsoever, express or implied, with respect to the CompanyCompany or its operations, its Subsidiaries financial condition, assets, liabilities or prospects, or the transactions contemplated by this Agreement, and the Company disclaims any other representations or warranties, whether made by the Company Company, Seller, the Subsidiaries, any of their Affiliates or any of its Affiliatestheir respective managers, officers, directors, employees, advisors, consultants, agents or representatives. Except for the representations and warranties contained in this Article V hereof III (as modified by the Company Disclosure Schedules hereto as supplemented or amended in accordance with Schedule) and any officer’s certificate delivered at the terms hereofClosing pursuant to Section 2.03(a), the Company hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Parent Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent or any of its Affiliates or representatives Buyer by any manager, director, officer, employee, agentadvisor, consultant, consultants agents or representative of the Company Company, Seller or any of its their Affiliates). No reference to or The disclosure of any matter or item or other matter in the Company Disclosure Schedule shall not be construed as deemed to constitute an admission or indication acknowledgment that any such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Schedule. The information set forth in the Company Disclosure Schedule is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of Law or breach of any agreement or other instrument or obligationdisclosed.

No Other Representations or Warranties; Disclosure Schedules. Except for the representations and warranties contained in this Article V (as modified by the Company Disclosure Schedules hereto Schedules, as modified or supplemented or amended in accordance with the terms hereofhereunder), neither the Company Sellers, Owner nor any other Person makes make any other express or implied representation or warranty with respect to Sellers, the CompanyBusiness, its Subsidiaries the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and the Company disclaims Sellers and Owner disclaim any other representations or warranties, whether made by the Company Owner, Sellers, any Affiliate of any Seller or any of its Affiliates, their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Company Disclosure Schedules hereto Schedules, as modified or supplemented or amended in accordance with the terms hereofhereunder), the Company Purchased Assets and the Business are being sold “AS IS” “WHERE IS” with all faults, and Sellers and Owner (i) expressly disclaim and negate any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Parent Purchaser or any of its Affiliates or their respective representatives (including any opinion, confidential information memorandum, management presentation, information, projection, or advice that may have been or may be provided to Parent or any of its Affiliates or representatives Purchaser by any director, officer, employee, agent, consultant, or representative of the Company Sellers, Owner or any of its their respective Affiliates). No reference Neither Owner nor Sellers make any representation or warranty to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any schedule hereto or other matter in the Company Disclosure Schedule Schedules shall not be construed as deemed to constitute an admission or indication acknowledgment that any such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Schedule. The information set forth in the Company Disclosure Schedule is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of Law or breach of any agreement or other instrument or obligationdisclosed.

No Other Representations or Warranties; Disclosure Schedules. Except for the representations and warranties specifically contained in this Agreement, including the representations and warranties set forth in this Article V IV (as modified by the Company Disclosure Schedules hereto as supplemented or amended in accordance with the terms hereofhereto), neither the Company Sellers nor any other Person makes (and Purchasers are not relying upon) any other express or implied representation or warranty with respect to Sellers, the CompanyForeign Subsidiaries, its Subsidiaries the Business, the Acquired Assets (including, without limitation, the value, condition or use of any Acquired Assets), or the transactions contemplated by this AgreementAssumed Obligations, and the Company disclaims Sellers expressly disclaim any other representations or warranties, whether made by the Company Sellers, any Foreign Subsidiary, any Affiliate of Sellers or any of its Affiliates, their respective officers, directors, employees, agents or representatives. Except for the representations and warranties specifically contained in this Agreement, including the representations and warranties expressly set forth in this Article V hereof IV (as modified by the Company Disclosure Schedules hereto as supplemented or amended in accordance with the terms hereofSchedules), each Seller (i) expressly disclaims and negates any representation or warranty, express or implied, at common law, by statute or otherwise, relating to the Company hereby condition of the Acquired Assets (including, without limitation, any implied or expressed warranty of title, merchantability or fitness for a particular or ordinary purpose, or of the probable success or profitability of the ownership, use or operation of the Business and the Acquired Assets by Purchasers after the Closing), and (ii) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, statement or information made, communicated, communicated or furnished (orally or in writing) to Parent each Purchaser or its Affiliates or representatives (including including, without limitation, any opinion, information, projection, projection or advice that may have been or may be provided to Parent or any of its Affiliates or representatives Purchaser by any director, officer, employee, agent, consultant, consultant or representative of the Company any Seller, Foreign Subsidiary or any of its their Affiliates). No reference to or The disclosure of any matter or item or other matter in the Company any Disclosure Schedule shall not be construed as deemed to constitute an admission or indication acknowledgment that any such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to disclosed or disclosed is material or that such matter would result in the Company Disclosure Schedule. The information set forth in the Company Disclosure Schedule is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of Law or breach of any agreement or other instrument or obligationa Material Adverse Effect.