Common use of No Reliance And No Duty To Disclose Clause in Contracts

No Reliance And No Duty To Disclose. Subject to the immediately following sentence, each of the parties hereto, on behalf of itself and its Affiliates, in any capacity, agrees and acknowledges that (a) except as expressly provided in this Agreement, no other party hereto or any other Releasee, in any capacity, has warranted or otherwise made any representations to it or any of its Affiliates concerning any Released Claim (including, without limitation, any representation concerning the existence, nonexistence, validity or invalidity of any Released Claim), (b) the validity and effectiveness of the foregoing releases and covenants not to xxx in this Section 2 do not depend in any way on any such representations or warranties or the accuracy, completeness or validity thereof, (c) no other party hereto or any other Releasee, in any capacity, has any duty to disclose or provide any facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected) to it or any other Releasor, including, without limitation, any facts or documents which, if known by any Releasor, might have caused any party hereto to which such Releasor is affiliated not to execute and deliver this Agreement and/or any Transaction Documents, and (d) each such release and covenant not to xxx shall remain in full force and effect even if any facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected) were not disclosed or provided (whether intentionally, unintentionally or otherwise) by any Releasee to any Releasor, which facts or documents, if known by such Releasor, might have caused any party hereto to which such Releasor is affiliated not to execute and deliver this Agreement and/or any Transaction Documents. Notwithstanding the foregoing, nothing contained herein is intended to impair or otherwise derogate from any of the representations, warranties or covenants expressly set forth in this Agreement or any Transaction Document.

Appears in 1 contract

Samples: Master Release Agreement (Teco Energy Inc)

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No Reliance And No Duty To Disclose. Subject to the immediately following sentence, each Each of the parties Parties hereto, on behalf of itself and its AffiliatesRelated Parties, in any capacity, agrees and acknowledges that (a) except as expressly provided in this Agreement, no other party Party hereto or any other ReleaseeReleased Party, in any capacity, has warranted or otherwise made any representations to it or any of its Affiliates Related Parties concerning any Released Restructuring Claim (including, without limitation, including any representation concerning the existence, nonexistence, validity or invalidity of any Restructuring Claim) and no Releasing Party has relied on any Released Claim)Party in providing the releases and covenants not to xxx in this Article 2, (b) the validity and effectiveness of the foregoing releases and covenants not to xxx in this Section Article 2 do not depend in any way on any such representations or warranties or the accuracy, completeness or validity thereof, (c) no other party Party hereto or any other ReleaseeReleased Party, in any capacity, has any duty to disclose or provide any facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected) to it or any other ReleasorReleasing Party, including, without limitation, including any facts or documents which, if known by any Releasor, might have caused such Releasor or any party Party hereto to which such Releasor Releasing Party is affiliated not to execute and deliver this Agreement Release and/or any Transaction of the other Definitive Documents, and (d) subject to Section 2(b), each such release and covenant not to xxx shall remain in full force and effect even if any facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected, foreseen or unforeseen) were not disclosed or provided (whether intentionally, unintentionally unintentionally, or otherwise) by any Releasee Released Party to any ReleasorReleasing Party, which facts or documents, if known by such ReleasorReleasing Party, might have caused such Releasing Party or any party Party hereto to which such Releasor Releasing Party is affiliated not to execute and deliver this Agreement Release and/or any Transaction of the other Definitive Documents. Notwithstanding the foregoing, nothing Nothing contained herein is intended to impair or otherwise derogate from any of the representations, warranties warranties, or covenants expressly set forth in this Agreement or any Transaction Documentin the other Definitive Documents.

Appears in 1 contract

Samples: Transaction Support Agreement (Summit Midstream Partners, LP)

No Reliance And No Duty To Disclose. Subject to the immediately following sentence, each Each of the parties heretoParties, on behalf of itself and its AffiliatesRelated Parties, in any capacity, agrees and acknowledges that (a) except as expressly provided in this Agreement, no other party hereto Party or any other Releasee, in any capacity, has warranted or otherwise made any representations to it or any of its Affiliates Related Parties concerning any Released Claim (including, without limitation, including any representation concerning the existence, nonexistence, validity or invalidity of any Released Claim)) and no Releasor has relied on any Releasee in providing the releases and covenants not to xxx in this Article II, (b) the validity and effectiveness of the foregoing releases and covenants not to xxx in this Section 2 Article II do not depend in any way on any such representations or warranties or the accuracy, completeness or validity thereof, (c) no other party hereto Party or any other Releasee, in any capacity, has any duty to disclose or provide any facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected) to it or any other Releasor, including, without limitation, including any facts or documents which, if known by any Releasor, might have caused such Releasor or any party hereto Party to which such Releasor is affiliated Affiliated not to execute and deliver this Agreement and/or any Transaction DocumentsDefinitive Document, and (d) each such release and covenant not to xxx shall remain in full force and effect even if any facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected, foreseen or unforeseen) were not disclosed or provided (whether intentionally, unintentionally or otherwise) by any Releasee to any Releasor, which facts or documents, if known by such Releasor, might have caused such Releasor or any party hereto Party to which such Releasor is affiliated Affiliated not to execute and deliver this Agreement and/or any Transaction DocumentsDefinitive Document. Notwithstanding the foregoing, nothing Nothing contained herein is intended to impair or otherwise derogate from any of the representations, warranties or covenants expressly set forth in this Agreement or any Transaction Definitive Document.

Appears in 1 contract

Samples: Mutual Release Agreement (Chinos Holdings, Inc.)

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No Reliance And No Duty To Disclose. Subject to the immediately following sentence, each Each of the parties heretoParties, on behalf of itself or himself and its or his Affiliates, in any capacity, agrees and acknowledges that (a) except as expressly provided in this Agreement, no other party hereto or any other Releasee, in any capacity, has warranted or otherwise made any representations to it or him or any of its or his Affiliates concerning any Released Claim (including, without limitation, any representation concerning the existence, nonexistence, validity or invalidity of any Released Claim), (b) the validity and effectiveness of the foregoing releases and covenants not to xxx in this Section 2 3 do not depend in any way on any such representations or warranties or the accuracy, completeness or validity thereof, (c) no other party hereto or any other Releasee, in any capacity, has any duty to disclose or provide any facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected) to it or him or any other Releasor, including, without limitation, any facts or documents which, if known by any Releasor, might have caused any party hereto Party to which such Releasor is affiliated not to execute and deliver this Agreement and/or or any Transaction Restructuring Documents, and (d) each such release and covenant not to xxx shall remain in full force and effect even if any facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected) were not disclosed or provided (whether intentionally, unintentionally or otherwise) by any Releasee to any Releasor, which facts or documents, if known by such Releasor, might have caused any party hereto Party to which such Releasor is affiliated not to execute and deliver this Agreement and/or or any Transaction Restructuring Documents. Notwithstanding the foregoing, nothing Nothing contained herein is intended to impair or otherwise derogate from any of the representations, warranties or covenants expressly set forth in this Agreement or any Transaction Restructuring Document.

Appears in 1 contract

Samples: Restructuring Support Agreement (Victory Park Capital Advisors, LLC)

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