Common use of No Outside Reliance Clause in Contracts

No Outside Reliance. Notwithstanding anything contained in this Article IV or any other provision of this Agreement to the contrary, Acquiror acknowledges and agrees that no Seller nor any of its Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever, express or implied, except for the representations and warranties provided in this Agreement (including Article III), in any Ancillary Agreement or in any certificate delivered hereunder or thereunder, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Companies. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in any information, documents or other materials (including any such materials contained or posted in the electronic data room established by Sellers or their Representatives in connection with the transactions contemplated by this Agreement hosted by Xxxxxxx Corporation and made accessible to Acquiror and its Representatives or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of Sellers, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, except in each case for the representations and warranties provided in this Agreement (including Article III), in any Ancillary Agreement or in any certificate delivered hereunder or thereunder. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Companies are furnished, subject to the representations and warranties contained in this Agreement (including Article III), in any Ancillary Agreement or in any certificate delivered hereunder or thereunder, and the indemnification provisions contained in Section 7.2 or Article X, “as is”, “where is” and with all faults and without any other representation or warranty of any nature whatsoever. Notwithstanding anything to the contrary herein, nothing in this Section 4.12 shall limit the right of the Acquiror Indemnified Parties to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement, in any Ancillary Agreement or in any certificate delivered hereunder or thereunder or their rights for indemnification under Section 7.2 or Article X nor will anything in this Section 4.12 operate to limit any claim by any Acquiror Indemnified Party for fraud in connection with the transactions contemplated by this Agreement.

No Outside Reliance. Notwithstanding anything contained Except for the express representations and warranties provided in this Article IV VI (including the Schedules) or the representations and warranties as may be provided in the other agreements entered into in connection with the transactions contemplated by this Agreement, none of the Monocle Parties nor any other provision of this Agreement to the contrary, Acquiror acknowledges and agrees that no Seller nor any of its Affiliates, nor any of Person acting on their respective directors, officers, employees, stockholders, partners, members or representatives behalf has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, except for the representations and warranties provided in this Agreement (including Article III), in any Ancillary Agreement or in any certificate delivered hereunder or thereunder, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any . None of the assets of the Companies. Without limiting the generality of the foregoing, it is understood that Monocle Parties has made any cost estimates, financial or other projections or other predictions that may be contained or referred to in any information, documents or other materials (including any such materials contained or posted in the electronic data room established by Sellers or their Representatives in connection with the transactions contemplated by this Agreement hosted by Xxxxxxx Corporation and made accessible to Acquiror and its Representatives or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of Sellers, and no representation or warranty is made warranty, expressed or implied, as to the accuracy or completeness of any of information regarding the foregoingMonocle Parties or otherwise, except in each case for the other than those representations and warranties expressly made in this Article VI or as may be provided in this Agreement (including Article III), in any Ancillary Agreement or in any certificate delivered hereunder or thereunder. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Companies are furnished, subject to the representations and warranties contained in this Agreement (including Article III), in any Ancillary Agreement or in any certificate delivered hereunder or thereunder, and the indemnification provisions contained in Section 7.2 or Article X, “as is”, “where is” and with all faults and without any other representation or warranty of any nature whatsoever. Notwithstanding anything to the contrary herein, nothing in this Section 4.12 shall limit the right of the Acquiror Indemnified Parties to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement, in any Ancillary Agreement or in any certificate delivered hereunder or thereunder or their rights for indemnification under Section 7.2 or Article X nor will anything in this Section 4.12 operate to limit any claim by any Acquiror Indemnified Party for fraud entered into in connection with the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, each of the Monocle Parties acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties whatsoever, oral or written, express or implied, at law or in equity, other than those expressly given by the Company in Article V (as modified by the Schedules) or as may be provided in the other agreements entered into in connection with the transactions contemplated by this Agreement. Each of the Monocle Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company in Article V (as modified by the Schedules) or as may be provided in the other agreements entered into in connection with the transactions contemplated by this Agreement. Each of the Monocle Parties acknowledges and agrees that, except for the representations and warranties contained in Article V (as modified by the Schedules) or as may be provided in the other agreements entered into in connection with the transactions contemplated by this Agreement, the assets and the business of the Company and the Subsidiaries are being transferred on a “where is” and, as to condition, “as is” basis. Each of the Monocle Parties further acknowledges and agrees that, except for the representations and warranties contained in Article V (as modified by the Schedules) or as may be provided in the other agreements entered into in connection with the transactions contemplated by this Agreement, none of the Company or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company or the transactions contemplated hereunder, including in respect of the Company, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article V (as modified by the Schedules) or as may be provided in the other agreements entered into in connection with the transactions contemplated by this Agreement. Each of the Monocle Parties acknowledges and agrees that it has conducted to its satisfaction its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the business and operations of the Company and its Subsidiaries, which investigation, review and analysis was done by each of the Monocle Parties and their representatives and advisors, and in making its determination to proceed with the transactions contemplated hereunder, each of the Monocle Parties has relied on the results of its own independent investigation, as well as on the representations and warranties contained in Article V (as modified by the Schedules) or as may be provided in the other agreements entered into in connection with the transactions contemplated by this Agreement, and the Monocle Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article V (as modified by the Schedules) or as may be provided in the other agreements entered into in connection with the transactions contemplated by this Agreement. Each of the Monocle Parties acknowledges that it and its representatives and advisors have been provided access to the personnel, properties, premises and records of the Company and its Subsidiaries for such purpose. Each of the Monocle Parties acknowledges that it is an informed and sophisticated Person, and has engaged advisors experienced in the evaluation and purchase of companies such as the Company and the Subsidiaries of the Company as contemplated hereunder. Each of the Monocle Parties acknowledges and agrees that it has conducted to its satisfaction its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the business and operations of the Company and its Subsidiaries, which investigation, review and analysis was done by each of the Monocle Parties and their representatives and advisors, and in making its determination to proceed with the transactions contemplated hereunder, each of the Monocle Parties has relied on the results of its own independent investigation, as well as on the representations and warranties contained in Article V (as modified by the Schedules) and on the representations and warranties as may be provided in the other agreements entered into in connection with the transactions contemplated by this Agreement. Each of the Monocle Parties acknowledges that it and its representatives and advisors have been provided access to the personnel, properties, premises and records of the Company and its Subsidiaries for such purpose. Each of the Monocle Parties acknowledges that it is an informed and sophisticated Person, and has engaged advisors experienced in the evaluation and purchase of companies such as the Company and the Subsidiaries of the Company as contemplated hereunder.

No Outside Reliance. Notwithstanding anything contained in this Article IV VI or any other provision hereof, each of this Agreement to the contraryAcquiror and Merger Subs, Acquiror acknowledges and agrees that no Seller nor any of its Affiliates, nor any of their respective directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Companies and that neither the Companies nor any of their Affiliates, agents or representatives has made, or is making, making any representation or warranty whatsoever, express or implied, except for beyond those expressly given by the representations and warranties provided Companies in this Agreement (including Article III), V or by the Holder in any Ancillary Agreement or in any certificate delivered hereunder or thereunderArticle IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the CompaniesCompanies or their Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter, the Holder Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or posted in the electronic data room established not accessed by Sellers Acquiror or their Representatives in connection with the transactions contemplated by this Agreement hosted by Xxxxxxx Corporation and made accessible to Acquiror and its Representatives representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of Sellersthe Companies or the Holder, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, foregoing except as may be expressly set forth in each case for the representations and warranties provided in Article IV or Article V of this Agreement (including Article III), in any Ancillary Agreement or in any certificate delivered hereunder or thereunderAgreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Companies and its Subsidiaries are furnished, subject to the representations and warranties contained in this Agreement (including Article III), in any Ancillary Agreement or in any certificate delivered hereunder or thereunder, and the indemnification provisions contained in Section 7.2 or Article X, furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV and Article V, with all faults and without any other representation or warranty of any nature whatsoever. Notwithstanding anything to the contrary herein, nothing in this Section 4.12 shall limit the right of the Acquiror Indemnified Parties to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement, in any Ancillary Agreement or in any certificate delivered hereunder or thereunder or their rights for indemnification under Section 7.2 or Article X nor will anything in this Section 4.12 operate to limit any claim by any Acquiror Indemnified Party for fraud in connection with the transactions contemplated by this Agreement.

No Outside Reliance. Notwithstanding anything contained in this Article IV V or any other provision of this Agreement to the contraryhereof, Acquiror acknowledges and agrees its Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members or representatives, acknowledge and agree that no Seller Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, nor Affiliates or any of their respective directors, officers, employees, stockholders, partners, members members, agents or representatives has made, or is making, making any representation or warranty whatsoever, express or implied, except for beyond those expressly given by the representations and warranties provided Company in this Agreement (including Article III), in any Ancillary Agreement IV or in any certificate delivered hereunder or thereunderin accordance with Section 9.02(b), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the CompaniesCompany or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or posted in the electronic data room established not accessed by Sellers Acquiror or their Representatives in connection with the transactions contemplated by this Agreement hosted by Xxxxxxx Corporation and made accessible to Acquiror and its Representatives representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of Sellersthe Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, foregoing except as may be expressly set forth in each case for the representations and warranties provided in Article IV of this Agreement (including Article III), in any Ancillary Agreement or in any certificate delivered hereunder or thereunderin accordance with Section 9.02(c). Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Companies Company and its Subsidiaries are furnished, furnished “as is,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in this Agreement (including Article III), in any Ancillary Agreement IV or in any certificate delivered hereunder or thereunderin accordance with Section 9.02(c), and the indemnification provisions contained in Section 7.2 or Article X, “as is”, “where is” and with all faults and without any other representation or warranty of any nature whatsoever. Notwithstanding anything to the contrary herein, nothing in this Section 4.12 shall limit the right of the Acquiror Indemnified Parties to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement, in any Ancillary Agreement or in any certificate delivered hereunder or thereunder or their rights for indemnification under Section 7.2 or Article X nor will anything in this Section 4.12 operate to limit any claim by any Acquiror Indemnified Party for fraud in connection with the transactions contemplated by this Agreement.

No Outside Reliance. Notwithstanding anything contained in this Article IV III or any other provision hereof, each of this Agreement to the contraryAcquiror and IntermediateCo, Acquiror acknowledges and agrees that no Seller nor any of its Affiliates, nor any of their respective directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Grosvenor Companies and that neither the Grosvenor Companies nor any of their Affiliates, agents or representatives has made, or is making, making any representation or warranty whatsoever, express or implied, except for beyond those expressly given by the representations and warranties provided Grosvenor Companies in this Agreement (including Article III), in any Ancillary Agreement or in any certificate delivered hereunder or thereunder, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the CompaniesGrosvenor Companies or their Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Grosvenor Companies Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or posted in the electronic data room established not accessed by Sellers Acquiror or their Representatives in connection with the transactions contemplated by this Agreement hosted by Xxxxxxx Corporation and made accessible to Acquiror and its Representatives representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of Sellersthe Grosvenor Companies or the Grosvenor Holders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, foregoing except as may be expressly set forth in each case for the representations and warranties provided in Article III of this Agreement (including Article III), in any Ancillary Agreement or in any certificate delivered hereunder or thereunderAgreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Grosvenor Companies and their Subsidiaries are furnished, subject to the representations and warranties contained in this Agreement (including Article III), in any Ancillary Agreement or in any certificate delivered hereunder or thereunder, and the indemnification provisions contained in Section 7.2 or Article X, furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III, with all faults and without any other representation or warranty of any nature whatsoever. Notwithstanding anything to the contrary herein, nothing in this Section 4.12 shall limit the right of the Acquiror Indemnified Parties to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement, in any Ancillary Agreement or in any certificate delivered hereunder or thereunder or their rights for indemnification under Section 7.2 or Article X nor will anything in this Section 4.12 operate to limit any claim by any Acquiror Indemnified Party for fraud in connection with the transactions contemplated by this Agreement.

No Outside Reliance. Notwithstanding anything contained in this Article IV ARTICLE III or any other provision hereof, each of this Agreement to the contraryCompany and its Representatives acknowledge and agree that the Company has made its own investigation of Parent and Merger Sub and that none of Parent, Acquiror acknowledges and agrees that no Seller nor Merger Sub or any of its Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or other Person is making, making any representation or warranty whatsoever, express or implied, relating to Parent, Merger Sub or any of their Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, except for the those representations and warranties provided made by Parent and Merger Sub that are expressly set forth in this Agreement (including Article III), in any Ancillary Agreement IV or in any certificate delivered hereunder or thereunder, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the CompaniesParent Closing Certificate. Without limiting the generality of the foregoing, it is understood the Company understands and agree that any cost financial projections, predictions, forecasts, estimates, financial budgets or other projections prospective information relating to Parent or other predictions Merger Sub, any of their Affiliates or any of their respective businesses that may be contained or referred to in the Parent Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or posted in not accessed by the electronic data room established by Sellers Company or their Representatives in connection with the transactions contemplated by this Agreement hosted by Xxxxxxx Corporation and made accessible to Acquiror and its Representatives Representatives) or reviewed by Acquiror the Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror the Company or any of its Affiliates, agents or representatives any of their Representatives, are not and will not be deemed to be representations or warranties of SellersParent or Merger Sub, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, except in each case for the representations and warranties provided in this Agreement (including Article III), in any Ancillary Agreement or in any certificate delivered hereunder or thereunder. Except as otherwise expressly provided in the representations and warranties made by Parent and Merger Sub that are expressly set forth in this AgreementArticle IV, Acquiror the Company understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Companies Parent and Merger Sub are furnished, subject to the representations and warranties contained in this Agreement (including Article III), in any Ancillary Agreement or in any certificate delivered hereunder or thereunder, and the indemnification provisions contained in Section 7.2 or Article X, furnished “as is”, “where is” and subject to, with all faults and without any other representation or warranty of any nature whatsoever. Notwithstanding anything to the contrary herein, nothing in this Section 4.12 shall limit the right of the Acquiror Indemnified Parties to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement, in any Ancillary Agreement or in any certificate delivered hereunder or thereunder or their rights for indemnification under Section 7.2 or Article X nor will anything in this Section 4.12 operate to limit any claim by any Acquiror Indemnified Party for fraud in connection with the transactions contemplated by this Agreement.

No Outside Reliance. Notwithstanding anything contained in this Article IV or any other provision hereof, each of this Agreement to Acquiror and Merger Sub acknowledge and agree that neither the contrary, Acquiror acknowledges and agrees that no Seller Company nor any of its Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members agents or representatives has made, or is making, making any representation or warranty whatsoever, express or implied, except for the representations and warranties provided beyond those expressly given in this Agreement (including Article III), in any Ancillary Agreement or in any certificate delivered hereunder or thereunderAgreement, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the CompaniesCompany or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules hereto or elsewhere, as well as any information, documents or other materials (including any such materials contained or posted in the electronic any “data room established by Sellers or their Representatives in connection with the transactions contemplated by this Agreement hosted by Xxxxxxx Corporation and made accessible to Acquiror and its Representatives room” or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of Sellersthe Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, foregoing except in each case for the representations and warranties provided as may be expressly set forth in this Agreement (including Article III), in any Ancillary Agreement or in any certificate delivered hereunder or thereunderAgreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Companies Company and its Subsidiaries are furnished, subject to the representations and warranties contained in this Agreement (including Article III), in any Ancillary Agreement or in any certificate delivered hereunder or thereunder, and the indemnification provisions contained in Section 7.2 or Article X, furnished “as is”, “where is” and subject to the representations and warranties contained in Article III, with all faults and without any other representation or warranty of any nature whatsoever. Notwithstanding anything Acquiror and Merger Sub acknowledge and agree that their obligations to consummate the contrary herein, nothing transactions contemplated hereby are in no way conditioned upon any Options being treated as Rollover Options under this Section 4.12 shall limit the right of the Acquiror Indemnified Parties to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement, in any Ancillary Agreement or in any certificate delivered hereunder or thereunder or their rights for indemnification under Section 7.2 or Article X nor will anything in this Section 4.12 operate to limit any claim by any Acquiror Indemnified Party for fraud in connection with the consummation of the transactions contemplated by this the Rollover Agreement.