Common use of Non-Reliance of Buyer Clause in Contracts

Non-Reliance of Buyer. Except for the specific representations and warranties expressly made by the Company or Seller in Article III and Article IV of this Agreement, (a) Buyer acknowledges and agrees that (i) none of the Company, Seller or any other Person is making or has made any representation or warranty, expressed or implied, at law or in equity, in respect of the Company, the Company’s Subsidiaries, or any of the Company’s or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business of the Company and its Subsidiaries, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding the Company or any Subsidiary of the Company furnished to Buyer or its Representatives or made available to Buyer and its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions, or in respect of any other matter or thing whatsoever, and (ii) no officer, agent, Representative or employee of Seller, the Company, any of the Company’s Subsidiaries or any other Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided; (b) Buyer specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company, Seller and the Seller Representative have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person; (c) Buyer specifically disclaims any obligation or duty by Seller, the Company or any other Person to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Article III and Article IV of this Agreement; and (d) Buyer is acquiring the Company subject only to the specific representations and warranties set forth in Article III and Article IV of this Agreement as further limited (and as specifically bargained for) by Section 9.1.

Non-Reliance of Buyer. Except for the specific representations and warranties expressly made by the Company or Seller Parent and Seller in Article III and Article IV 3 of this AgreementAgreement or in the Seller’s Closing Documents, (a) Buyer acknowledges represents and agrees warrants that (i) none of the Company, Seller or any other Person is Parent and Seller are not making or has and have not made any representation or warranty, expressed or implied, at law or in equity, in respect of the CompanySeller Parent, the Company’s SubsidiariesSeller, or any of the Company’s Acquired Companies, or its Subsidiariesany of the Seller Parent’s, Seller’s, or the Acquired Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business of the Company and its Subsidiariesbusiness, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding the Company Seller Parent, Seller, or any Subsidiary of the Company Acquired Companies furnished to Buyer or its Representatives or made available to Buyer and or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Contemplated Transactions, or in respect of any other matter or thing whatsoever, and (ii) no officerneither the Seller Parent, agentSeller, nor any of their Representative or employee of Seller, the Company, any of the Company’s Subsidiaries or any other Person Acquired Companies has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or in the Seller’s Closing Documents and subject to the limited remedies herein provided; , (b) the Buyer specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any PersonPerson and not set forth in this Agreement or the Seller’s Closing Documents, and acknowledges and agrees that the CompanySeller Parent, Seller Seller, and the Seller Representative Acquired Companies and their respective Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person; , (c) Buyer specifically disclaims any obligation or duty by the Seller Parent, Seller, the or any Acquired Company or any other Person of their respective Affiliates to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Article III and Article IV 3 of this Agreement; , and (d) Buyer Xxxxx is entering into the Contemplated Transactions and acquiring the Company Membership Interests in connection with the Contemplated Transactions subject only to the specific representations and warranties set forth in Article III and Article IV 3 of this Agreement as further limited (and as specifically bargained for) by Section 9.1Agreement.

Non-Reliance of Buyer. Except for the specific representations and warranties expressly made by the Company or Seller in Article III and Article IV 3 of this Agreement, (a) Buyer acknowledges and agrees that (iA) none of the Company, Seller or any other Person Company is not making or has not made any representation or warranty, expressed or implied, at law or in equity, in respect of the Business, the Company, the Company’s Subsidiaries, or any of the Company’s or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business of the Company and its SubsidiariesBusiness, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding the Company or any Company Subsidiary of the Company furnished to Buyer or its Representatives representatives or made available to Buyer and its Representatives representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactionstransactions contemplated hereby, or in respect of any other matter or thing whatsoever, and (iiB) no officer, agent, Representative of the Company or employee of Seller, the Company, any of the Company’s Subsidiaries or any other Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided; (b) . Except for the specific representations and warranties expressly made by the Company and set forth in Article 3 of this Agreement, Buyer specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company, Seller and the Seller Representative have Company has specifically disclaimed and do does hereby specifically disclaim any such other representation or warranty made by any Person; (c) . Buyer specifically disclaims any obligation or duty by Seller, the Company or any other Person Stockholders’ Representative to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties expressly made by the Company and set forth in Article III and Article IV 3 of this Agreement; and (d) . Buyer is acquiring the Company subject only to the specific representations and warranties expressly made by the Company and set forth in Article III and Article IV 3 of this Agreement as further limited (and by the specifically bargained-for exclusive remedies as specifically bargained for) by Section 9.1set forth in Article 7.

Non-Reliance of Buyer. Buyer is entering into this Agreement and acquiring the Company Stock in connection with the Merger subject only to the specific representations and warranties set forth in Article III, as limited by the specifically bargained for survival periods set forth in Article IX. Except for the specific representations and warranties expressly made by the Company or Seller in Article III and III, as limited by the specifically bargained for survival periods set forth in Article IV of this AgreementIX, (a) Buyer acknowledges and agrees Transitory Subsidiary represent and warrant that (i) none of the Company, Seller or any other no Person is making or has made made, and neither Buyer, Transitory Subsidiary, nor any of their shareholders, officers, managers, agents, representatives or employees are relying upon, any promise, representation or warranty, expressed or implied, at law or in equity, in respect of the Company, the Company’s Company or its Subsidiaries, or any of the Company’s or its Subsidiaries’ respective businesses, assets, liabilitiesLiabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilitiesLiabilities, the prospects of the business of the Company and its Subsidiariesbusiness, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding the Company or any Subsidiary of the Company its Subsidiaries furnished to Buyer or its Representatives representatives or made available to Buyer and its Representatives representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, related to, or in connection with, this Agreement or the Transactionstransactions contemplated hereby, or in respect of any other matter or thing whatsoever, and (iib) no each of Buyer and Transitory Subsidiary specifically disclaims that it is relying upon, has relied upon, or was induced to enter into this Agreement based upon, (i) the implied authority of any shareholder, officer, manager, agent, Representative representative or employee of Seller, the Company, Company or any of the Company’s its Subsidiaries or any other Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided; (b) Buyer specifically disclaims that it is relying upon or bargained for survival periods set forth in Article IX, and the Company has relied upon specifically disclaimed any such other representations or warranties that may have been made by authority of any Person, and acknowledges and agrees that the Company, Seller and the Seller Representative have (ii) any Person providing or not providing any information not specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person; (c) Buyer specifically disclaims any obligation or duty by Seller, the Company or any other Person to make any disclosures of fact not required to be disclosed pursuant to the specific representations terms of this Agreement and warranties subject to the specifically bargained for survival period set forth in Article III and Article IV of this Agreement; and (d) Buyer is acquiring the Company subject only to the specific representations and warranties set forth in Article III and Article IV of this Agreement as further limited (and as specifically bargained for) by Section 9.1IX.