Common use of Scope of Representations and Warranties Clause in Contracts

Scope of Representations and Warranties. (a) Except as and to the extent expressly set forth in this Agreement, XETA makes no, and disclaims any, representations or warranties whatsoever, whether express or implied. XETA disclaims all liability or responsibility for any other statement or information made or communicated (orally or in writing) to Sub, Parent, their affiliates or any shareholder, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of Sub, Parent or their affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person by any representative of XETA or any other person or contained in the files or records of XETA), wherever and however made, including any documents, projections, forecasts or other material made available to Parent and its subsidiaries in certain “data rooms” or management presentations in expectation of the Transactions. (b) In connection with the investigation by Parent of XETA and its subsidiaries, Parent has received or may receive from XETA and its subsidiaries certain projections, forward-looking statements and other forecasts and business plan information. Parent acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Parent is familiar with such uncertainties, that Parent is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that, absent fraud or willful misrepresentation, Parent shall have no claim against anyone with respect thereto. Accordingly, Parent acknowledges that XETA makes no representation or warranty with respect to such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans). (c) Except as and to the extent expressly set forth in this Agreement, neither Sub nor Parent makes, and each disclaims, any representations or warranties whatsoever, whether express or implied. Each of Sub and Parent disclaims all liability and responsibility for any other statement or information made or communicated (orally or in writing) to XETA, its affiliates or any shareholder, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of XETA or its affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person by any representative of Sub or Parent or any other person), wherever and however made, including any documents, projections, forecasts or other material made available to XETA and its subsidiaries in certain “data rooms” or management presentations in expectation of the Transactions. (d) Any representation “to the knowledge” of a party or phrases of similar wording shall be limited to matters within the actual knowledge of the persons listed on Exhibit 8.2 attached hereto after reasonable inquiry of the subject matter thereof.

Scope of Representations and Warranties. (a) Except as and to the extent expressly set forth in this Agreement, XETA GT makes no, and disclaims any, representations or warranties whatsoever, whether express or implied, and Parent and Sub confirm they are not relying upon any such representation or warranty not expressly set forth in this Agreement. XETA GT disclaims all liability or responsibility for any other statement or information made or communicated (orally or in writing) to Sub, Parent, their affiliates or any shareholderequityholder, investor or potential investor, as the case may be, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of Sub, Parent or their affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person by any representative of XETA GT or any other person or contained in the files or records of XETAGT), wherever and however made, including any documents, projections, forecasts or other material made available to Parent and its subsidiaries in certain “data rooms” or management presentations in expectation of the Transactions. (b) In connection with the investigation by Parent of XETA GT and its subsidiaries, Parent has received or may receive from XETA GT and its subsidiaries certain projections, forward-looking statements and other forecasts and business plan information. Parent acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Parent is familiar with such uncertainties, that Parent is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that, absent fraud or willful misrepresentation, Parent shall have no claim against anyone with respect thereto. Accordingly, Parent acknowledges that XETA GT makes no representation or warranty with respect to such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans). (c) Except as and to the extent expressly set forth in this Agreement, neither Sub nor Parent makes, and each disclaims, any representations or warranties whatsoever, whether express or implied, and GT confirms they are not relying upon any such representation or warranty not expressly set forth in this Agreement. Each of Sub and Parent disclaims all liability and responsibility for any other statement or information made or communicated (orally or in writing) to XETAGT, its affiliates or any shareholderstockholder, investor or potential investor, as the case may be, officer, director, manager, employee, representative, consultant, attorney, agent, lender or other advisor of XETA GT or its affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person by any representative of Sub or Parent or any other personperson or contained in the files or records of Parent or Sub), wherever and however made, including any documents, projections, forecasts or other material made available to XETA GT and its subsidiaries in certain “data rooms” or management presentations in expectation of the Transactions. (d) In connection with the investigation by GT of Parent and its subsidiaries, GT has received or may receive from Parent and its subsidiaries certain projections, forward-looking statements and other forecasts and business plan information. GT acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that GT is familiar with such uncertainties, that GT is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that, absent fraud or willful misrepresentation, GT shall have no claim against anyone with respect thereto. Accordingly, GT acknowledges that Parent makes no representation or warranty with respect to such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans). (e) Any representation “to the knowledge” of a party or phrases of similar wording shall be limited to matters within the actual knowledge conscious awareness of the persons listed on Exhibit 8.2 attached hereto after reasonable inquiry Section 10.2 of the subject matter thereofSeller Schedule and Section 10.2 of the Parent Schedule.

Scope of Representations and Warranties. (a) Except as and to the extent expressly set forth in this Agreement, XETA INX makes no, and disclaims any, representations or warranties whatsoever, whether express or implied, and Parent and Sub confirm they are not relying upon any such representation or warranty not expressly set forth in this Agreement. XETA Except in the case of intentional fraud, INX disclaims all liability or responsibility for any other statement or information made or communicated (orally or in writing) to Sub, Parent, their affiliates or any shareholder, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of Sub, Parent or their affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person Person by any representative of XETA INX or any other person Person or contained in the files or records of XETAINX), wherever and however made, including any documents, projections, forecasts or other material made available to Parent and its subsidiaries Subsidiaries in certain “data rooms” or management presentations in expectation of the Transactions. (b) In connection with the investigation by Parent of XETA and its subsidiariesINX, Parent has received or may receive from XETA and its subsidiaries INX certain projections, forward-looking statements and other forecasts and business plan information. Parent acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Parent is familiar with such uncertainties, that Parent is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that, absent fraud or willful misrepresentation, Parent shall have no claim against anyone with respect thereto. Accordingly, Parent acknowledges that XETA INX makes no representation or warranty with respect to such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans). (c) Except as and to the extent expressly set forth in this Agreement, neither Sub nor Parent makes, and each disclaims, any representations or warranties whatsoever, whether express or implied. Each Except in the case of intentional fraud, each of Sub and Parent disclaims all liability and responsibility for any other statement or information made or communicated (orally or in writing) to XETAINX, its affiliates or any shareholder, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of XETA INX or its affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person Person by any representative of Sub or Parent or any other personPerson), wherever and however made, including any documents, projections, forecasts or other material made available to XETA Parent and its subsidiaries Subsidiaries in certain “data rooms” or management presentations in expectation of the Transactions. (d) Any representation “to the knowledge” of a party or phrases of similar wording shall be limited to matters within the actual knowledge conscious awareness of the persons Persons listed on Exhibit 8.2 attached hereto after reasonable inquiry of the subject matter thereofhereto.

Scope of Representations and Warranties. (a) Except as and to the extent expressly set forth in this Agreement, XETA Edge makes no, and disclaims any, representations or warranties whatsoever, whether express or implied, and Parent and Sub confirm they are not relying upon any such representation or warranty not expressly set forth in this Agreement. XETA Edge disclaims all liability or responsibility for any other statement or information made or communicated (orally or in writing) to Sub, Parent, their affiliates or any shareholderstockholder, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of Sub, Parent or their affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person by any representative of XETA Edge or any other person or contained in the files or records of XETAEdge), wherever and however made, including any documents, projections, forecasts or other material made available to Parent and its subsidiaries in certain “data rooms” or management presentations in expectation of the Transactions. (b) In connection with the investigation by Parent of XETA Edge and its subsidiaries, Parent has received or may receive from XETA Edge and its subsidiaries certain projections, forward-looking statements and other forecasts and business plan information. Parent acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Parent is familiar with such uncertainties, that Parent is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that, absent fraud or willful misrepresentation, Parent shall have no claim against anyone with respect thereto. Accordingly, Parent acknowledges that XETA Edge makes no representation or warranty with respect to such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans). (c) Except as and to the extent expressly set forth in this Agreement, neither Sub nor Parent makes, and each disclaims, any representations or warranties whatsoever, whether express or implied, and Edge confirms it is not relying upon any such representation or warranty not expressly set forth in this Agreement. Each of Sub and Parent disclaims all liability and responsibility for any other statement or information made or communicated (orally or in writing) to XETAEdge, its affiliates or any shareholderstockholder, officer, director, manager, employee, representative, consultant, attorney, agent, lender or other advisor of XETA Edge or its affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person by any representative of Sub or Parent or any other personperson or contained in the files or records of Parent or Sub), wherever and however made, including any documents, projections, forecasts or other material made available to XETA Edge and its subsidiaries in certain “data rooms” or management presentations in expectation of the Transactions. (d) In connection with investigation by Edge of Parent and its subsidiaries, Edge has received or may receive from Parent and its subsidiaries certain projections, forward-looking statements and other forecasts and business plan information. Edge acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Edge is familiar with such uncertainties, that Edge is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that, absent fraud or willful misrepresentation, Edge shall have no claim against anyone with respect thereto. Accordingly, Edge acknowledges that Parent makes no representation or warranty with respect to such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans). (e) Any representation “to the knowledge” of a party or phrases of similar wording shall be limited to matters within the actual knowledge conscious awareness of the persons listed on Exhibit Section 8.2 attached hereto after reasonable inquiry of the subject matter thereofEdge Schedule and Section 8.2 of the Parent Schedule.