No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties made by the TMLP Parties in this Article VI, none of the TMLP Parties, the Merger Subs nor any other Person makes any express or implied representation or warranty with respect to the TMLP Parties or any of their Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated by this Agreement, and each of the TMLP Parties and the Merger Subs hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing, none of the TMLP Parties, the Merger Subs or any other Person makes or has made any representation or warranty to the WMLP Parties or any of their Affiliates or Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the TMLP Parties, any of their Affiliates or any of their respective businesses, or (b) any oral or, except for the representations and warranties made by the TMLP Parties in this Article VI, written information made available to the WMLP Parties or any of their Affiliates or Representatives in the course of their evaluation of the TMLP Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Neither the WMLP Parties nor any of their Affiliates or Representatives has relied on and none are relying on any representations or warranties regarding the TMLP Parties, the Merger Subs or any of their respective Affiliates or Representatives, other than the written representations and warranties expressly set forth in this Article VI.
Appears in 3 contracts
Samples: Merger Agreement (Western Refining Logistics, LP), Merger Agreement (Andeavor), Merger Agreement (Andeavor Logistics Lp)
No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties made by the TMLP WMLP Parties in this Article VIV, none of neither the TMLP Parties, the Merger Subs WMLP Parties nor any other Person makes any express or implied representation or warranty with respect to the TMLP WMLP Parties or any of their Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated by this Agreement, and each of the TMLP WMLP Parties and the Merger Subs hereby disclaims expressly disclaim any such other representations or warranties. In particular, without limiting the foregoing, none of neither the TMLP Parties, the Merger Subs or WMLP Parties nor any other Person makes or has made any representation or warranty to the WMLP Parties TMLP Parties, Merger Subs or any of their respective Affiliates or Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the TMLP WMLP Parties, any of their Affiliates or any of their respective businesses, businesses or (b) any oral or, except for the representations and warranties made by the TMLP WMLP Parties in this Article VIV, written information made available to the WMLP Parties TMLP Parties, Merger Subs or any of their Affiliates or Representatives in the course of their evaluation of the TMLP WMLP Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Neither None of the WMLP Parties TMLP Parties, Merger Subs nor any of their respective Affiliates or Representatives has relied on and none are relying on any representations or warranties regarding the TMLP Parties, the Merger Subs WMLP Parties or any of their respective Affiliates or Representatives, other than the written representations and warranties expressly set forth in this Article VI.V.
Appears in 3 contracts
Samples: Merger Agreement (Western Refining Logistics, LP), Merger Agreement (Andeavor), Merger Agreement (Andeavor Logistics Lp)
No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties expressly made in Article II (as modified by the Investor Disclosure Letter) and in any certificate delivered by the Investor pursuant to Article V, the Company acknowledges and agrees that neither the Investor nor any of its Affiliates or Representatives makes any other express or implied representation or warranty, including with respect to the Investor or any of its Affiliates or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to the Company or its Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by the TMLP Parties Investor in this Article VI, none of II (as modified by the TMLP PartiesInvestor Disclosure Letter) and in any certificate delivered by the Investor pursuant to Article V, the Merger Subs Company acknowledges and agrees that neither the Investor nor any other Person of its Affiliates or Representatives makes or has made any express or implied representation or warranty with respect to the TMLP Parties Company or any of their Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated by this Agreement, and each of the TMLP Parties and the Merger Subs hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing, none of the TMLP Parties, the Merger Subs or any other Person makes or has made any representation or warranty to the WMLP Parties or any of their its Affiliates or Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the TMLP PartiesInvestor, any of their its Affiliates or any of their respective businesses, businesses or (b) any oral or, except for the representations and warranties made by the TMLP Parties in this Article VI, or written information made available presented to the WMLP Parties Company or any of their its Affiliates or Representatives in the course of their evaluation of the TMLP Parties, the negotiation of this Agreement or in the course of the Transactions or any other transactions or potential transactions involving the Investor and the Company. The Company acknowledges and agrees that in making the decision to enter into this Agreement and consummate the transactions contemplated by this Agreement. Neither , the WMLP Parties nor any of their Affiliates or Representatives Company has relied exclusively on and none are relying on any representations or warranties regarding the TMLP Parties, the Merger Subs or any of their respective Affiliates or Representatives, other than the written express representations and warranties expressly set forth contained in this Article VIII (as modified by the Investor Disclosure Letter) and in any certificate delivered by the Investor pursuant to Article V and has not relied on any other representation or warranty, express or implied.
Appears in 2 contracts
Samples: Investment Agreement (Coherent Corp.), Investment Agreement (Coherent Corp.)
No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties made by the TMLP MPLX Parties in this Article VI, none of the TMLP MPLX Parties, the Merger Subs Sub nor any other Person makes any express or implied representation or warranty with respect to the TMLP MPLX Parties or any of their Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated by this Agreement, and each of the TMLP MPLX Parties and the Merger Subs Sub hereby disclaims expressly disclaim any such other representations or warranties. In particular, without limiting the foregoing, none of the TMLP MPLX Parties, the Merger Subs Sub or any other Person makes or has made any representation or warranty to the WMLP ANDX Parties or any of their Affiliates or Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the TMLP MPLX Parties, any of their Affiliates or any of their respective businesses, or (b) any oral or, except for the representations and warranties made by the TMLP MPLX Parties in this Article VI, written information made available to the WMLP ANDX Parties or any of their Affiliates or Representatives in the course of their evaluation of the TMLP MPLX Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Neither the WMLP ANDX Parties nor any of their Affiliates or Representatives has relied on and none are relying on any representations or warranties regarding the TMLP MPLX Parties, the Merger Subs Sub or any of their respective Affiliates or Representatives, other than the written representations and warranties expressly set forth in this Article VI.
Appears in 1 contract
Samples: Merger Agreement (MPLX Lp)
No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties made by the TMLP ANDX Parties in this Article VIV, none of neither the TMLP Parties, the Merger Subs ANDX Parties nor any other Person makes any express or implied representation or warranty with respect to the TMLP ANDX Parties or any of their Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated by this Agreement, and each of the TMLP ANDX Parties and the Merger Subs hereby disclaims expressly disclaim any such other representations or warranties. In particular, without limiting the foregoing, none of neither the TMLP Parties, the Merger Subs or ANDX Parties nor any other Person makes or has made any representation or warranty to the WMLP Parties MPLX Parties, Merger Sub or any of their respective Affiliates or Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the TMLP ANDX Parties, any of their Affiliates or any of their respective businesses, businesses or (b) any oral or, except for the representations and warranties made by the TMLP ANDX Parties in this Article VIV, written information made available to the WMLP Parties MPLX Parties, Merger Sub or any of their Affiliates or Representatives in the course of their evaluation of the TMLP ANDX Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Neither None of the WMLP Parties MPLX Parties, Merger Sub nor any of their respective Affiliates or Representatives has relied on and none are relying on any representations or warranties regarding the TMLP Parties, the Merger Subs ANDX Parties or any of their respective Affiliates or Representatives, other than the written representations and warranties expressly set forth in this Article VI.V.
Appears in 1 contract
Samples: Merger Agreement (MPLX Lp)