No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in Articles IV and V (as modified or supplemented by the schedules attached hereto), none of the Sellers or any Affiliate or representative makes any other express or implied representation or warranty with respect to the Purchased Entities, the Purchased Entity Assets, the business operated by the Purchased Entities or the Transactions, and Sellers disclaim any other representations or warranties, whether made by Sellers, any Affiliate of Sellers or any of the Sellers’ or their Affiliates’ respective representatives. Except for the representations and warranties contained in Articles IV and V (as modified or supplemented by the schedules attached hereto), Sellers (a) 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 Entities or the Purchased Entity Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose) and (b) disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Purchaser or its Affiliates or representatives.
Appears in 2 contracts
Samples: Master Transaction Agreement (Avatar Holdings Inc), Master Transaction Agreement (Avatar Holdings Inc)
No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in Articles IV and V this Article VI (as modified or supplemented by the schedules attached hereto), none Datatel Disclosure Schedules) and Article VI of the Sellers or Asset Purchase Agreement, neither the Datatel Entities nor any Affiliate or representative other Person makes any other express or implied representation or warranty with respect to the Purchased Datatel Entities, the Purchased Entity Assets, the business operated by the Purchased Entities their respective Subsidiaries or the TransactionsTransactions contemplated by this Agreement or the Asset Purchase Agreement, and Sellers disclaim each Datatel Entity disclaims any other representations or warranties, whether made by Sellers, any Affiliate of Sellers the Datatel Entities or any of the Sellers’ their respective Affiliates or their Affiliates’ respective representativesRepresentatives. Except for the representations and warranties contained in Articles IV and V this Article VI (as modified or supplemented by the schedules attached hereto), Sellers (aDatatel Disclosure Schedules) expressly disclaim and negate any representation or warranty, expressed or implied, at common law, by statute or otherwise, relating to the condition Article V of the Purchased Asset Purchase Agreement, the Datatel Entities or the Purchased Entity Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose) and (b) hereby disclaim all liability Liability and responsibility for any representation, warranty, projection, forecast, statement statement, or information made, communicated communicated, or furnished (orally or in writing) to Purchaser the SunGard Entities, the Company or its their respective Affiliates or representativesRepresentatives (including any opinion, information, projection, or advice that may have been or may be provided to a SunGard Entity, the Company or any of their respective Affiliates or Representatives by any Representative of the Datatel Entities or any of their Affiliates).
Appears in 2 contracts
Samples: Merger Agreement (GL Trade Overseas, Inc.), Merger Agreement (Sungard Capital Corp Ii)
No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in Articles IV and V this ARTICLE VI (as modified or supplemented by the schedules attached hereto), none Purchaser Disclosure Schedules) and Article VI of the Sellers or Merger Agreement, neither the Purchaser Parties nor any Affiliate or representative other Person makes any other express or implied representation or warranty with respect to the Purchased EntitiesPurchaser Parties, the Purchased Entity Assets, the business operated by the Purchased Entities their respective Subsidiaries or the TransactionsTransactions contemplated by this Agreement or the Merger Agreement, and Sellers disclaim each Purchaser Party disclaims any other representations or warranties, whether made by Sellers, any Affiliate of Sellers the Purchaser Parties or any of the Sellers’ their respective Affiliates or their Affiliates’ respective representativesRepresentatives. Except for the representations and warranties contained in Articles IV and V this ARTICLE VI (as modified or supplemented by the schedules attached hereto), Sellers (aPurchaser Disclosure Schedules) expressly disclaim and negate any representation or warranty, expressed or implied, at common law, by statute or otherwise, relating to the condition Article VI of the Purchased Entities or Merger Agreement, the Purchased Entity Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose) and (b) Purchaser Parties hereby disclaim all liability Liability and responsibility for any representation, warranty, projection, forecast, statement statement, or information made, communicated communicated, or furnished (orally or in writing) to Purchaser the Seller Parties or its their respective Affiliates or representativesRepresentatives (including any opinion, information, projection, or advice that may have been or may be provided to the Seller Parties or any of their respective Affiliates or Representatives by any Representative of the Purchaser Parties or any of their Affiliates).
Appears in 2 contracts
Samples: Asset Purchase Agreement (GL Trade Overseas, Inc.), Asset Purchase Agreement (Sungard Capital Corp Ii)
No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in Articles IV this Agreement and V the certificates delivered pursuant to this Agreement (as modified or supplemented qualified by the schedules attached Schedules hereto), none of the Sellers or neither Seller, Parent nor any Affiliate or representative other Person makes any other express or implied representation or warranty with respect to the Purchased EntitiesSeller, Parent, the Purchased Entity AssetsCompany, the business operated by the Purchased Entities Subsidiaries or the Transactionstransactions contemplated by this Agreement, and Sellers disclaim Seller disclaims any other representations or warranties, whether made by SellersSeller, Parent, the Company, the Subsidiaries, any Affiliate of Sellers their respective Affiliates, or any of the Sellers’ their respective officers, directors, employees, agents, consultants or their Affiliates’ respective representativesrepresentatives (collectively, “Representatives”). Except for the representations and warranties contained in Articles IV this Agreement (inclusive of the Schedules hereto) and V the certificates delivered pursuant to this Agreement (as modified or supplemented qualified by the schedules attached Schedules hereto), Sellers (a) expressly disclaim each of Seller and negate any representation or warranty, expressed or implied, at common law, by statute or otherwise, relating to the condition of the Purchased Entities or the Purchased Entity Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose) and (b) disclaim Parent hereby 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 Purchaser or its Affiliates or representativesrepresentatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any Representative of Seller, Parent, the Company, the Subsidiaries or any of their respective Affiliates).
Appears in 1 contract
No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in Articles this Article IV and V (as modified or supplemented by the schedules attached Schedules hereto), none of the Sellers or any Affiliate or representative (a) no Shareholder makes any other express or implied representation or warranty of any kind or nature with respect to the Purchased Entitiessuch Shareholder, the Purchased Entity AssetsCompany, the business operated by Subsidiaries, the Purchased Entities Underlying Projects or the Transactionstransactions contemplated by this Agreement, and Sellers disclaim such Shareholder disclaims any other representations or warranties, whether made by Sellerssuch Shareholder, any Affiliate of Sellers the Company or any of the Sellers’ its respective Affiliates, officers, directors, employees, agents or their Affiliates’ respective representatives. Except for the representations and warranties contained in Articles IV and V (as modified or supplemented by the schedules attached hereto), Sellers (a) 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 Entities or the Purchased Entity Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose) ; and (b) the Shareholders hereby disclaim all liability and responsibility for any representationprojection or forecast (including any such projection or forecast made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, warrantyor in connection with, projection, forecast, statement or information the transactions contemplated hereby) made, communicated communicated, or furnished (orally or in writing) to Purchaser Parent or its Affiliates or representativesrepresentatives (including any opinion, information or advice in respect thereof that may have been or may be provided to Parent by any director, officer, employee, agent, consultant, or representative of the Shareholders or any of their respective Affiliates). The Shareholders make no representations or warranties to Parent regarding the probable success or profitability of the Company, its Subsidiaries or the Underlying Projects.
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