No Implied Representations. All of the Company's representations and warranties are contained in this Agreement, and no other representations or warranties by the Company shall be implied.
No Implied Representations. Buyer acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the Closing, none of Starwood, ITT, Sheraton, SGC, SDIC, or any of their respective parents, subsidiaries, affiliates, agents or representatives or purported agents or representatives has made, and none of the foregoing entities or Persons is liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information pertaining to the Assets or any part thereof, the physical condition thereof, environmental matters, the income, expenses or operation thereof, the financial prospects for the Business, the uses which can be lawfully made of the Assets under applicable zoning or other laws or any other matter or thing with respect thereto, including any existing or prospective Permits. Without limiting the foregoing, Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by or for Seller at the Closing, Seller is not liable for or bound by (and Buyer has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" or offering materials or any other information respecting any or all of the Assets furnished by Starwood, ITT, Sheraton, SGC, SDIC or any affiliate, representative or other person representing or purportedly representing any of the foregoing. Nothing contained in this Section 6.2 shall be deemed to impair, limit or otherwise affect any rights of Buyer under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding on Seller.
No Implied Representations. The Agent shall not be liable for any representation, warranty, agreement or obligation of any kind of any other party to this Agreement or anyone else, whether made or implied by Holdings or any other Borrower in this Agreement or any other Loan Document or by a Lender in any notice or other communication or by anyone else or otherwise.
No Implied Representations. No representations, agreements, covenants, warranties, or certifications, express or implied, shall exist as between the parties, except as specifically set forth in this Agreement.
No Implied Representations. Notwithstanding anything to the contrary contained in this Agreement, it is the express understanding of Quanta and Newco that the Stockholders are not making any representation or warranty whatsoever, express or implied, other than those representations and warranties of the Stockholders expressly set forth in this Agreement.
No Implied Representations. The Purchaser and the Company acknowledge that, except as expressly provided in Articles 4 and 5, neither party hereto, and none of the Associates of either party hereto, has made or is making any representations or warranties whatsoever, implied or otherwise.
No Implied Representations. NOTWITHSTANDING ANY OTHERWISE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY THE VERIZON PARTIES IN THIS AGREEMENT, NO VERIZON PARTY MAKES ANY REPRESENTATION OR WARRANTY TO ACQUIROR AND THE TOWER OPERATOR WITH RESPECT TO:
(a) ANY PROJECTIONS, ESTIMATES OR BUDGETS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO ACQUIROR RELATING TO FUTURE REVENUES, EXPENSES OR EXPENDITURES OR FUTURE RESULTS OF OPERATIONS;
(b) EXCEPT AS EXPRESSLY COVERED BY A REPRESENTATION AND WARRANTY CONTAINED IN THIS ARTICLE 5 OR ANY CERTIFICATE OR COLLATERAL AGREEMENT DELIVERED PURSUANT TO THIS AGREEMENT, ANY OTHER INFORMATION OR DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE TO ACQUIROR OR ITS COUNSEL, ACCOUNTANTS OR ADVISERS WITH RESPECT TO THE VERIZON PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES, THE INCLUDED PROPERTY OF THE SITES OR THE POST-CLOSING LIABILITIES; OR
(c) ANY MATTERS RELATED TO ZONING LAWS (EXCEPT AS PROVIDED IN SECTION 5.4(B)) OR LAWS (INCLUDING FCC GUIDELINES AND SAFETY LIMITS RELATED THERETO) RELATED TO EMISSIONS OR EXPOSURE OF RADIO FREQUENCIES, MICROWAVE OR ANY OTHER TYPE OF ELECTROMAGNETIC RADIATION.
No Implied Representations. The Town acknowledges that, except as provided in the Representations and Warranties set forth in Exhibit A: (A) NEITHER GRANTOR NOR ANY SUCCESSOR OWNER OR AGENT, EMPLOYEE, OFFICER, DIRECTOR, CONTRACTOR OR REPRESENTATIVE OF GRANTOR (OR ANY SUCCESSOR OWNER) HAS MADE (OR HAS AN OBLIGATION TO TOWN TO MAKE), AND GRANTOR SPECIFICALLY DISCLAIMS, ANY REPRESENTATION, GUARANTEE OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE GRANTOR PROPERTY, INCLUDING, WITHOUT LIMITATION, (1) THE NATURE, QUANTITY, QUALITY OR CONDITION OF THE GRANTOR PROPERTY; (2) THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE GRANTOR PROPERTY; OR (3) COMPLIANCE OF OR BY THE GRANTOR PROPERTY WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY, INCLUDING, WITHOUT LIMITATION, CERCLA (DEFINED BELOW) OR ANY OTHER ENVIRONMENTAL LAWS (DEFINED BELOW); AND (B) TOWN IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE GRANTOR PROPERTY AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF, OR TO BE PROVIDED BY OR ON BEHALF OF, GRANTOR (OR THE APPLICABLE SUCCESSOR OWNER(S)) OR UPON ANY REPRESENTATIONS MADE TO IT BY GRANTOR, SUCCESSOR OWNER, OR ANY AGENT, EMPLOYEE, OFFICER, DIRECTOR, CONTRACTOR OR REPRESENTATIVE OF GRANTOR OR A SUCCESSOR OWNER. ANY INFORMATION PROVIDED OR TO BE PROVIDED BY GRANTOR (OR ANY SUCCESSOR OWNER(S)) WITH RESPECT TO THE GRANTOR PROPERTY WAS OR MAY BE OBTAINED FROM A VARIETY OF SOURCES AND GRANTOR (OR ANY SUCCESSOR OWNER(S)) HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH THIRD-PARTY INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH THIRD-PARTY INFORMATION.
No Implied Representations. 25 6.07 Disclosure............................................................................. 25
No Implied Representations. Notwithstanding anything to the contrary contained in this Agreement, Purchaser has not made any representation or warranty whatsoever, express or implied, other than those representations and warranties of Purchaser expressly set forth in this Agreement.
