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

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by the Company in this Agreement and in any instrument or document delivered pursuant to this Agreement, neither the Company nor any other Person makes or has made any express or implied representation or warranty regarding the Company or any of its Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreement, and the Company expressly disclaims any other representations or warranties and none of Parent, Merger Sub or any of their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Company or any of its Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreement, other than the express written representations and warranties expressly set forth in this Agreement and in any instrument or document delivered pursuant to this Agreement; provided, however, that notwithstanding the foregoing provisions of this Section 5.25, nothing in this Section 5.25 shall limit Parent’s or Merger Sub’s remedies with respect to claims of fraud or intentional and willful misrepresentation in connection with, arising out of or related to this Agreement and the transactions contemplated by this Agreement or any instrument or other document delivered pursuant to this Agreement.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by the Company in this Agreement and in any instrument or other document delivered pursuant to this Agreement, neither the Company nor any other Person makes or has made makes, and the Company, on behalf of itself and each such other Person, hereby expressly disclaims, any express or implied representation or warranty regarding with respect to the Company or any of its Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreement, and the Company expressly disclaims any other representations or warranties and none Affiliates. None of Parent, Merger Sub or any of their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding from the Company or any of its Affiliates Subsidiaries or any other Person in determining to enter into this Agreement, except for the representations and warranties set forth in this Article V or in any certificate delivered pursuant to Section 8.2(e), and, subject to and without limiting any rights under this Agreement with respect to the representations and warranties expressly made by the Company in this Article V or in any certificate delivered pursuant to Section 8.2(e) of its this Agreement, neither the Company nor any other Person shall be subject to any liability to Parent or their respective businessesany other Person resulting from the Company’s making available to Parent or Parent’s use of such information, operationsincluding any information, assetsdocuments or material made available to Parent in the due diligence materials provided to Parent, liabilities, conditions including in the “data room,” other management presentations (financial formal or otherwiseinformal) or prospects or its or their respective Representatives in any other form in connection with this Agreement or the transactions contemplated by this Agreement, other than the express written representations and warranties expressly set forth in this Agreement and in any instrument or document delivered pursuant to this Agreement; provided, however, that notwithstanding . Notwithstanding the foregoing provisions of this Section 5.255.22, nothing in this Section 5.25 5.22 shall limit Parent’s or Merger Sub’s remedies with respect to claims of fraud or intentional and willful misrepresentation in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by this Agreement or in any instrument or other document certificate delivered pursuant to this AgreementSection 8.2(e).

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by the Company in this Agreement Parent and in any instrument or document delivered pursuant to this AgreementMerger Sub, neither the Company Parent nor any Merger Sub or other Person makes or has made any express or implied representation or warranty regarding the Company with respect to Parent or Merger Sub or any of its Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement Agreement, the Merger or any of the other transactions contemplated by this Agreement, and the Company Parent and Merger Sub hereby expressly disclaims making any such other representations or warranties and none warranties. With respect to the preceding sentence, the Company hereby expressly disclaims that any of Parent, Merger Sub the Company or any of their its respective Affiliates or its or their respective Representatives has relied on and none or are relying on any representations or warranties regarding the Company Parent or any of its Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this AgreementMerger Sub, other than the express written representations and warranties of Parent or Merger Sub expressly set forth in this Agreement, and the Company hereby further acknowledges that none of Parent, Merger Sub, any of their respective Representatives or any other Person shall have or be subject to any liability to any of the Company or any of its Affiliates or Representatives resulting from the use of or access to any information, documents, data, instruments or materials made available to them in any physical or electronic form (including in any “virtual data room”) or pursuant to any management presentation, confidential memoranda, or otherwise, in expectation of this Agreement and in any instrument or document delivered pursuant to this Agreement; provided, however, that notwithstanding the Merger. Notwithstanding the foregoing provisions of this Section 5.256.21, nothing in this Section 5.25 6.21 shall limit Parent’s or Merger Subthe Company’s remedies with respect to claims of against Parent or Merger Sub for fraud or intentional and or willful misrepresentation by Parent or Merger Sub in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by this Agreement or any instrument or other document delivered pursuant to this Agreement.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by the Company contained in this Agreement and in any instrument or document delivered pursuant to this AgreementArticle VI, neither the Company nor any of its Representatives or any other Person makes or has made any express or implied representation or warranty regarding with respect to the Company or any of its Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, and the Company hereby expressly disclaims making any such other representations or warranties warranties. With respect to the preceding sentence, Parent and none Merger Sub hereby expressly disclaim that any of Parent, Merger Sub or any of their respective Affiliates or its or their respective Representatives has relied on and none or are relying on any representations or warranties regarding the Company or any of its Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this AgreementCompany, other than the express written representations and warranties expressly set forth of the Company contained in this Agreement Article VI, and Parent and Merger Sub hereby further acknowledge that none of the Company, any of its Representatives or any other Person shall have or be subject to any liability to any of Parent, Merger Sub or any of their Affiliates or Representatives resulting from the use of or access to any information, documents, data, instruments or materials made available to them in any instrument physical or document delivered electronic form (including in any “virtual data room”) or pursuant to any management presentation, confidential memoranda, or otherwise, in expectation of this Agreement; provided, however, that notwithstanding the Offer and the Merger. Notwithstanding the foregoing provisions of this Section 5.256.25, nothing in this Section 5.25 6.25 shall limit Parent’s or Merger Sub’s remedies with respect to claims of against the Company for fraud or intentional and or willful misrepresentation by the Company or any of its Affiliates in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by this Agreement or any instrument or other document delivered pursuant to this Agreement.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by the Company Parent and Merger Sub contained in this Agreement and in Article VII, none of Parent, Merger Sub or any instrument of their Representatives or document delivered pursuant to this Agreement, neither the Company nor any other Person makes or has made any express or implied representation or warranty regarding the Company with respect to Parent, Merger Sub or any of its their Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, and the Company Parent and Merger Sub each hereby expressly disclaims making any such other representations or warranties. With respect to the preceding sentence, the Company hereby expressly disclaims that the Company or any of its respective Affiliates or Representatives has relied on or are relying on any representations or warranties regarding Parent or Merger Sub, other than the representations and warranties of Parent or Merger Sub contained in this Article VII, and the Company hereby further acknowledges that none of Parent, Merger Sub, any of their Representatives or any other Person shall have or be subject to any liability to any of the Company or its Affiliates or Representatives resulting from the use of or access to any information, documents, data, instruments or materials made available to them in any physical or electronic form (including in any “virtual data room”) or pursuant to any management presentation, confidential memoranda, or otherwise, in expectation of this Agreement, the Offer and the Merger. Notwithstanding the foregoing provisions of this Section 7.14, nothing in this Section 7.14 shall limit the Company’s remedies against Parent or Merger Sub with respect to claims against Parent, or Merger Sub for fraud or intentional or willful misrepresentation by Parent, Merger Sub or any of their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Company or any of its Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreement, other than the express written representations and warranties expressly set forth in this Agreement and in any instrument or document delivered pursuant to this Agreement; provided, however, that notwithstanding the foregoing provisions of this Section 5.25, nothing in this Section 5.25 shall limit Parent’s or Merger Sub’s remedies with respect to claims of fraud or intentional and willful misrepresentation in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by this Agreement or any instrument or other document delivered pursuant to this Agreement.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by the Company Parent and Merger Sub in this Agreement and in any instrument or other document delivered pursuant to this Agreement, neither the Company nor none of Parent, Merger Sub or any other Person makes or has made any express or implied representation or warranty regarding the Company Parent, Merger Sub or any of its their respective Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreement, and the Company each of Parent and Merger Sub expressly disclaims any other representations or warranties and the Company acknowledges and agrees that none of Parent, Merger Sub the Company or any of their respective its Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Company Parent, Merger Sub or any of its their respective Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreement, other than the express written representations and warranties expressly set forth in this Agreement and in any instrument or other document delivered pursuant to this Agreement; provided, however, that notwithstanding the foregoing provisions of this Section 5.25, 6.9 nothing in this Section 5.25 6.9 shall limit Parent’s or Merger Subthe Company’s remedies with respect to claims of fraud or intentional and willful misrepresentation Willful Breach in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by this Agreement or any instrument or other document delivered pursuant to this Agreement.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by the Company in this Agreement and in any instrument or other document delivered pursuant to this Agreement, neither the Company nor any other Person makes or has made any express or implied representation or warranty regarding the Company or any of its Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreement, and the Company expressly disclaims any other representations or warranties and Parent acknowledges and agrees that none of Parent, Merger Sub or any of their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Company or any of its Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreement, other than the express written representations and warranties expressly set forth in this Agreement and in any instrument or other document delivered pursuant to this Agreement; provided, however, that notwithstanding the foregoing provisions of this Section 5.25, nothing in this Section 5.25 shall limit Parent’s or Merger Sub’s remedies with respect to claims of fraud or intentional and willful misrepresentation Willful Breach in connection with, arising out of or related to this Agreement and the transactions contemplated by this Agreement or any instrument or other document delivered pursuant to this Agreement.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by the Company in this Agreement and in any instrument or document delivered pursuant to this AgreementCompany, neither the Company nor any of its Representatives or other Person makes or has made any express or implied representation or warranty regarding with respect to the Company or any of its Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement Agreement, the Merger or any of the other transactions contemplated by this Agreement, and the Company hereby expressly disclaims making any such other representations or warranties warranties. With respect to the preceding sentence, Parent and none Merger Sub hereby expressly disclaim that any of Parent, Merger Sub or any of their respective Affiliates or its or their respective Representatives has relied on and none or are relying on any representations or warranties regarding the Company or any of its Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this AgreementCompany, other than the express written representations and warranties of the Company expressly set forth in this Agreement, and Parent and Merger Sub hereby further acknowledge that none of the Company, any of its Representatives or any other Person shall have or be subject to any liability to any of Parent, Merger Sub or any of their Affiliates or Representatives resulting from the use of or access to any information, documents, data, instruments or materials made available to them in any physical or electronic form (including in any “virtual data room”) or pursuant to any management presentation, confidential memoranda, or otherwise, in expectation of this Agreement and in any instrument or document delivered pursuant to this Agreement; provided, however, that notwithstanding the Merger. Notwithstanding the foregoing provisions of this Section 5.255.19, nothing in this Section 5.25 5.19 shall limit Parent’s or Merger Sub’s remedies with respect to claims of against the Company for fraud or intentional and or willful misrepresentation by the Company or any of its Affiliates in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by this Agreement or any instrument or other document delivered pursuant to this Agreement.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by the Company in this Agreement Article IV and in any instrument or document certificate delivered pursuant to this Agreement, neither the Company nor any other Person makes or has made any express or implied representation or warranty regarding the Company or any of its Affiliates Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this AgreementTransactions, and the Company expressly disclaims any other representations or warranties. Each of Parent and Merger Sub acknowledges, and agrees, that it has relied solely on the results of its and its Affiliates’ and their respective Representatives’ independent investigations and the express written representations and warranties made by the Company in this Article IV and in any other certificate or instrument delivered pursuant to this Agreement, and none of Parent, Merger Sub or any of their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Company or any of its Affiliates Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this AgreementTransactions, other than the express written representations and warranties expressly set forth in this Agreement Article IV and in any instrument or document certificate delivered pursuant to this Agreement; provided, however, that notwithstanding . The Company acknowledges and agrees with the foregoing terms and provisions of this set forth in Section 5.25, nothing in this Section 5.25 shall limit Parent’s or Merger Sub’s remedies with respect to claims of fraud or intentional and willful misrepresentation in connection with, arising out of or related to this Agreement and the transactions contemplated by this Agreement or any instrument or other document delivered pursuant to this Agreement5.9.