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

No Other Representations or Warranties; No Reliance. Except for the representations and warranties contained in this Article III, neither Seller nor any other Person or entity on behalf of Seller has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, the Transferred Entities, the Business or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations , or with respect to the accuracy or completeness of any other information provided or made available to Purchaser or any of its representatives by or on behalf of Seller, and any such representations or warranties are expressly disclaimed. None of Seller or any other Person or entity on behalf of Seller has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Purchaser or any of its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, the Transferred Entities or the Business (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Purchaser, its Affiliates or any of their respective representatives or any other Person, and any such representations or warranties are expressly disclaimed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Abbott Laboratories)

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No Other Representations or Warranties; No Reliance. (a) Except for the representations and warranties contained in this Article III, neither Seller nor none of the Sellers or any other Person or entity on behalf of Seller the Sellers has made or makes, and Purchaser has not relied upon, makes any representation or warranty, whether express or implied, with respect to Sellerthe Sellers, the Transferred EntitiesCompanies, the Business or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Purchaser Purchaser, its Affiliates or any of its their representatives by or on behalf of Seller, and any such representations or warranties are expressly disclaimedthe Sellers. None of Seller the Sellers or any other Person or entity on behalf of Seller the Sellers has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Purchaser Purchaser, its Affiliates or any of its their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Sellerany of the Sellers, the Transferred Entities Companies or the Business (including the reasonableness of the assumptions underlying any of the foregoing)Business, whether or not included in any management presentation or presentation. Notwithstanding anything to the contrary in any other information made available to Purchaserthis Agreement, its Affiliates or any none of their respective representatives the Sellers or any other PersonPerson or entity on behalf of the Sellers has made or makes any representation or warranty, and any such representations whether express or warranties are expressly disclaimedimplied, with respect to the Excluded Assets or the Excluded Liabilities.

Appears in 1 contract

Samples: Stock Purchase Agreement (Middleby Corp)

No Other Representations or Warranties; No Reliance. Except Purchaser acknowledges and agrees that except for the representations and warranties contained in this Article III, neither Seller nor any other Person or entity on behalf of Seller has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, the Transferred Entities, the Business or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations operations, or with respect to the accuracy or completeness of any other information provided or made available to Purchaser or any of its representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimed. None of Purchaser acknowledges and agrees that neither Seller or nor any other Person or entity on behalf of Seller has made or makes makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Purchaser or any of its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, the Transferred Entities or the Business (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Purchaser, its Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Abbott Laboratories)

No Other Representations or Warranties; No Reliance. (a) Except for the representations and warranties contained in this Article IIIAgreement or in any other Transaction Document, neither none of Seller nor or any other Person or entity on behalf of Seller has made or makes, and Purchaser has not relied upon, makes any representation or warranty, whether express or implied, with respect to Seller, the Transferred Entitiesits Affiliates, the Business Acquired Business, or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Purchaser Purchaser, its Affiliates or any of its their representatives by or on behalf of Seller, and any such representations or warranties are expressly disclaimed. None of Seller or any other Person or entity on behalf of Seller has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Purchaser Purchaser, its Affiliates or any of its their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Seller, the Transferred Entities its Affiliates or the Business (including the reasonableness of the assumptions underlying any of the foregoing)Acquired Business, whether or not included in any management presentation or presentation. Notwithstanding anything to the contrary in any other information made available to Purchaserthis Agreement, its Affiliates or any none of their respective representatives Seller or any other PersonPerson or entity on behalf of Seller has made or makes any representation or warranty, and any such representations whether express or warranties are expressly disclaimedimplied, with respect to the Excluded Assets or the Excluded Liabilities.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Sears Holdings Corp)

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No Other Representations or Warranties; No Reliance. (a) Except for the representations and warranties contained in this Article III, neither Seller the Sellers nor any other Person or entity on behalf of Seller the Sellers has made or makes, and Purchaser has not relied upon, makes any representation or warranty, whether express or implied, with respect to Sellerthe Sellers, their Affiliates, the Transferred EntitiesBusiness, the Business or any matter relating to any of them, including their respective businesses, affairs, assets, liabilitiesLiabilities, financial condition or condition, results of operations operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Purchaser the Purchaser, their Affiliates or any of its representatives their Representatives by or on behalf of Seller, and any such representations or warranties are expressly disclaimedthe Sellers. None of Seller or Neither the Sellers nor any other Person or entity on behalf of Seller has the Sellers have made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Purchaser the Purchaser, their Affiliates or any of its representatives their Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, the Transferred Entities or the Business (including the reasonableness of the assumptions underlying any of the foregoing)Sellers, their Affiliates or the Business, whether or not included in any management presentation or in any other information made available to Purchaser, its Affiliates or any of their respective representatives or any other Person, and any such representations or warranties are expressly disclaimedpresentation.

Appears in 1 contract

Samples: Purchase Agreement (Act II Global Acquisition Corp.)

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