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

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article III (as modified by the Company Disclosure Schedule hereto), the Company makes no other express or implied representation or warranty with respect to the Company, the Business or the transactions contemplated by this Agreement, and the Company disclaims any other representations or warranties, whether made by the Seller, the Company or any of their respective Affiliates, officers, directors, employees, agents or Representatives. Except for the representations and warranties contained in this Article III (as modified by the Company Disclosure Schedule hereto), 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 the Buyer or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or Representative of the Seller, the Company or any of their respective Affiliates) with respect to the Company, the Business or the transactions contemplated by this Agreement. The Company makes no representations or warranties to the Buyer regarding the probable success or profitability of the Company or the Business.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (SOCIAL REALITY, Inc.)

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No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article III V (as modified by the Company Buyer Disclosure Schedule hereto), the Company Buyer makes no other express or implied representation or warranty with respect to the Company, the Business Buyer or the transactions contemplated by this Agreement, and the Company Buyer disclaims any other representations or warranties, whether made by the Seller, the Company Buyer or any of their respective its Affiliates, officers, directors, employees, agents or Representatives. Except for the representations and warranties contained in this Article III V (as modified by the Company Buyer Disclosure Schedule hereto), the Company Buyer hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer Seller, the Company or its any of their respective Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer Seller or the Company by any director, officer, employee, agent, consultant, or Representative of the Seller, the Company Buyer or any of their respective its Affiliates) with respect to the Company, the Business Buyer or the transactions contemplated by this Agreement. The Company Buyer makes no representations or warranties to the Buyer Seller or the Company regarding the probable success or profitability of the Company or the BusinessBuyer.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (SOCIAL REALITY, Inc.)

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in Section 4.1 of this Article III (as modified by Agreement, neither the Company Disclosure Schedule hereto), the Company Seller nor any other person makes no other any express or implied representation or warranty with respect to the CompanySeller, the Business business of the Seller, the financial condition of the Seller or the transactions contemplated by this Agreement, and the Company disclaims Seller disclaim any other representations or warranties, whether made by the Seller, any affiliate of the Company Seller or any of their respective Affiliates, its officers, directors, managers, employees, agents or Representativesrepresentatives. Except for the representations and warranties contained in Section 4.1 of this Article III (as modified by the Company Disclosure Schedule hereto)Agreement, the Company Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute or otherwise, relating to the condition of the Company’s assets (including any implied or expressed warranty of merchantability or fitness for a particular) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer Purchaser or its Affiliates affiliates or Representatives representatives (including any opinion, information, projection, projection or advice that may have been or may be provided to the Buyer Purchaser by any director, officer, employee, agent, consultant, consultant or Representative representative of the Seller, the Company Seller or any of their respective Affiliates) with respect to the Company, the Business or the transactions contemplated by this Agreementaffiliates). The Company Seller makes no representations or warranties to the Buyer Purchaser regarding the probable success or profitability of the Company or the BusinessCompany.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Terax Energy, Inc.)

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article III V (as modified by the Company Disclosure Schedule Schedules hereto), neither the Company nor any other Person makes no any other express or implied representation or warranty with respect to the Company, the Business Company or the transactions contemplated by this Agreement, and the Company disclaims any other representations or warranties, whether made by the SellerCompany, the Company Seller or any of their respective Affiliates, officers, directors, employees, agents or Representativesrepresentatives. Except for the representations and warranties contained in this Article III V hereof (as modified by the Company Disclosure Schedule heretoSchedules), the Company and Seller 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 the Buyer Purchaser or its Affiliates or Representatives representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer Purchaser by any director, officer, employee, agent, consultant, or Representative representative of the Seller, the Company or Seller or any of their respective Affiliates) with respect to the Company, the Business or the transactions contemplated by this Agreement). The Company makes and Seller make no representations or warranties to the Buyer Purchaser regarding the probable success or profitability of the Company Company. The disclosure of any matter or the Businessitem in any schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed.

Appears in 1 contract

Samples: Stock Purchase Agreement (RDA Holding Co.)

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No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article III (as modified by the Company Disclosure Schedule Schedules hereto), (a) neither the Company Company, nor any other Person on its behalf, makes no any other express or implied representation or warranty with respect to the Company, the Business Subsidiaries, the Underlying Projects or the transactions contemplated by this Agreement, and the Company disclaims any other representations or warranties, whether made by the SellerCompany, the Company Shareholders or any of their respective Affiliates, officers, directors, employees, agents or Representatives. Except for the representations representatives; and warranties contained in this Article III (as modified by the Company Disclosure Schedule hereto), b) the Company hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statementprojection 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, or information in connection with, the transactions contemplated hereby) made, communicated, or furnished (orally or in writing) to the Buyer Parent or its Affiliates or Representatives representatives (including any opinion, information, projection, information or advice in respect thereof that may have been or may be provided to the Buyer Parent by any director, officer, employee, agent, consultant, or Representative representative of the Seller, Company or the Company Shareholders or any of their respective Affiliates) with respect to the Company, the Business or the transactions contemplated by this Agreement). The Company makes no representations or warranties to the Buyer Parent regarding the probable success or profitability of the Company Company, its Subsidiaries or the BusinessUnderlying Projects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Duke Energy CORP)

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