Common use of No Other Warranties or Representations Clause in Contracts

No Other Warranties or Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (AS MODIFIED BY THE DISCLOSURE LETTER), NEITHER SELLER NOR ANY OF ITS REPRESENTATIVES MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, THE BUSINESS, THE ASSETS, THE ASSUMED LIABILITIES OR THE CONTEMPLATED TRANSACTIONS, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER OR ANY OF ITS REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUBJECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III, (I) SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, CONCERNING THE ASSETS THAT ARE TANGIBLE PERSONAL PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO VALUE, QUANTITY, QUALITY, CONDITION, MERCHANTABILITY, SUITABILITY FOR USE, SALABILITY, OBSOLESCENCE, WORKING ORDER, VALIDITY OR ENFORCEABILITY, AND (II) BUYER SPECIFICALLY ACKNOWLEDGES THAT NO WARRANTIES THAT ANY OF THE ASSETS THAT ARE TANGIBLE PERSONAL PROPERTY IS MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE ARE MADE OR SHOULD BE IMPLIED.

No Other Warranties or Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN THE FORE- GOING PROVISIONS OF THIS ARTICLE 9 OR ELSEWHERE IN THIS ARTICLE III AGREEMENT, OR IN ANY OF THE WRITTEN CLOSING DOCUMENTS TO BE EXECUTED BY SELLER AT CLOSING, AND THEN ONLY TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE APPLICABLE WRITTEN CLOSING DOCUMENTS (IT BEING EXPRESSLY UNDERSTOOD AND AGREED THAT NO REPRESENTATIONS, WARRANTIES OR COVENANTS OF SELLER MAY BE IMPLIED OR INFERRED BEYOND THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN SUCH WRITTEN CLOSING DOCUMENTS AND THAT SELLER SHALL NOT BE BOUND BY NOR HELD ACCOUNTABLE FOR ANY STATEMENTS, ASSURANCES OR OTHER COMMUNICATIONS, WHETHER WRITTEN OR ORAL AND REGARDLESS OF WHETHER THE SAME MIGHT BE INTERPRETED AS MODIFIED REPRESENTATIONS, WARRANTIES OR COVENANTS, MADE OR OFFERED BY THE DISCLOSURE LETTERBROKER OR ANY THIRD PARTY), NEITHER SELLER NOR ANY OF ITS REPRESENTATIVES MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, THE BUSINESS, THE ASSETS, THE ASSUMED LIABILITIES OR THE CONTEMPLATED TRANSACTIONS, AND SELLER HEREBY SPECIFICALLY DISCLAIMS ANY OTHER REPRESENTATIONS WARRANTY, GUARANTY OR WARRANTIESREPRESENTATION, WHETHER MADE BY SELLER ORAL OR ANY OF ITS REPRESENTATIVES. WITHOUT LIMITING WRITTEN, EXPRESS, IMPLIED OR STATUTORY, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (i) THE GENERALITY NATURE AND CONDITION OF THE FOREGOING, SUBJECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III, (I) SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, CONCERNING THE ASSETS THAT ARE TANGIBLE PERSONAL PROPERTY, INCLUDINGIN- CLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO VALUETHE WATER, QUANTITYSOIL AND GEOLOGY, QUALITY, CONDITION, MERCHANTABILITY, THE SUITABILITY FOR USE, SALABILITY, OBSOLESCENCE, WORKING ORDER, VALIDITY OR ENFORCEABILITY, THEREOF AND (II) BUYER SPECIFICALLY ACKNOWLEDGES THAT NO WARRANTIES THAT ANY OF THE ASSETS THAT ARE TANGIBLE PERSONAL PROPERTY IS MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE ARE MADE AND ALL ACTIVITIES AND USES WHICH BUYER MAY ELECT TO CONDUCT; (ii) THE EXISTENCE OF ANY ENVIRONMENTAL HAZARDS OR SHOULD BE IMPLIED.CONDITIONS (INCLUDING, BUT NOT LIMITED TO, THE PRESENCE OF ASBESTOS OR OTHER HAZARDOUS MATERIALS), OR COMPLIANCE WITH APPLICABLE ENVIRONMENTAL LAWS, RULES OR REGULATIONS; (iii) THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY, EASEMENT, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR RESTRICTION; AND/OR (iv) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY

No Other Warranties or Representations. SELLERS AND PURCHASER SPECIFICALLY ACKNOWLEDGE THAT SELLERS ARE SELLING AND PURCHASER IS PURCHASING THE PURCHASED BUSINESS AND, AS SUCH, IS BUYING THE ON-GOING BUSINESS OF THE COMPANIES, THE SUBSIDIARIES AND SGS CANADA, INCLUDING ACQUIRING ALL BUSINESSES, ASSETS, OBLIGATIONS AND LIABILITIES (OTHER THAN THE EXCLUDED ASSETS AND EXCLUDED LIABILITIES AS SPECIFICALLY SET FORTH HEREIN). PURCHASER ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (AS MODIFIED BY AGREEMENT, UPON WHICH THE DISCLOSURE LETTER), NEITHER SELLER NOR ANY OF ITS REPRESENTATIVES MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLERPURCHASER HAS RELIED IN ENTERING INTO THIS AGREEMENT, THE BUSINESSON-GOING BUSINESS IS BEING CONVEYED WITH THE PURCHASED BUSINESS ON AN “AS IS, THE ASSETSWHERE IS, THE ASSUMED LIABILITIES OR THE CONTEMPLATED TRANSACTIONS, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER OR ANY OF ITS REPRESENTATIVESWITH ALL FAULTS” BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUBJECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III, (I) SELLER MAKES SELLERS MAKE NO REPRESENTATION OR WARRANTY WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS SET FORTH IN THIS AGREEMENT AND THE RELATED AGREEMENTS. PURCHASER HAS INSPECTED, HAS HAD AN OPPORTUNITY AND WILL CONTINUE TO HAVE THE OPPORTUNITY TO INSPECT SAID ASSETS, OBLIGATIONS AND LIABILITIES AND IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLERS, COMPANIES, SUBSIDIARIES, SGS CANADA, OR THEIR AGENTS OR REPRESENTATIVES, AS TO ANY MATTERS CONCERNING THE ASSETS THAT ARE TANGIBLE PERSONAL PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY SAME EXCEPT AS TO VALUE, QUANTITY, QUALITY, CONDITION, MERCHANTABILITY, SUITABILITY FOR USE, SALABILITY, OBSOLESCENCE, WORKING ORDER, VALIDITY OR ENFORCEABILITY, AND (II) BUYER SPECIFICALLY ACKNOWLEDGES THAT NO WARRANTIES THAT ANY OF THE ASSETS THAT ARE TANGIBLE PERSONAL PROPERTY IS MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE ARE MADE OR SHOULD BE IMPLIEDPROVIDED IN THIS AGREEMENT.