No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.
No Other Representations or Warranties; Schedules. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE V (AS MODIFIED BY THE SCHEDULES HERETO) OR IN ANY OTHER TRANSACTION DOCUMENT, NEITHER SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, THE BUSINESS, THE PURCHASED ASSETS, THE ASSUMED LIABILITIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER, ANY AFFILIATE OF SELLER OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V HEREOF (AS MODIFIED BY THE SCHEDULES HERETO) OR IN ANY OTHER TRANSACTION DOCUMENT, SELLER (I) EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AT COMMON LAW, BY STATUTE, OR OTHERWISE, RELATING TO THE CONDITION OF THE PURCHASED ASSETS (INCLUDING ANY IMPLIED OR EXPRESSED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS) AND (II) HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY (OTHER THAN WITH RESPECT TO CLAIMS OF FRAUD, WILLFUL MISCONDUCT AND INTENTIONAL MISREPRESENTATION) FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF SELLER OR ANY OF ITS AFFILIATES). SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO PURCHASER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS.
No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, the Purchased Assets, the Assumed Liabilities or the Transactions, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller, or any of Seller’s or its Affiliates’ respective Representatives. Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), Seller (a) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (b) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any Representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business, the Purchased Assets or the use thereof. The disclosure of any matter or item in any Schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter could result in a Seller Material Adverse Effect.
No Other Representations or Warranties; Schedules. Except as set forth in this Article IV, the Partnership makes no other express or implied representation or warranty with respect to the transactions contemplated by this Agreement, and disclaims any other representations or warranties. The disclosure of any matter or item in any schedule to this Agreement shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed.
No Other Representations or Warranties; Schedules. Except for those representations and warranties expressly given by the Sellers and the Company in this Article 4 (as modified by the Company Disclosure Schedule) (collectively, the “Sellers’ and the Company’s Contractual Representations”), none of the Company, any Seller, or any other Person makes or has made (or will be deemed to make or have made) any other representation or warranty, expressed or implied, at law or in equity, by statute or otherwise, with respect to the Acquired Companies, the transactions contemplated by this Agreement, or any of the Acquired Companies’ business, assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Sellers’ and the Company’s Contractual Representations, the Company and each Seller (directly and on behalf of all Non-Parties) hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, omission, or information made, not made, communicated, or furnished (whether orally or in writing, in any data room relating to the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Buyer, Merger Sub, or the SPAC or in any other form in consideration for investigation of the transactions contemplated by this Agreement) to Buyer, Merger Sub, the SPAC or any of their respective Affiliates or representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Buyer, Merger Sub, the SPAC or their respective Affiliates or Representatives by the Company, any Seller or any Non-Party). Without limiting the generality of the foregoing, except for any specific applicable Sellers’ and the Company’s Contractual Representations, neither the Company, any Seller, or any of their respective Non-Parties makes, has made, or will be deemed to make or have made (and each hereby expressly disclaims), any representation or warranty to Buyer, Merger Sub, the SPAC or their Non-Parties regarding any of the following (the “Sellers’ and the Company’s Extra Contractual Representations”): (i) merchantability or fitness of any assets for any particular purpose; (ii) the nature or extent of any liabilities; (iii) the prospects of the business; (iv) the probable success or profitability of the Business; or (v) the accuracy or completeness of any confidential information memoranda, documents, pr...
No Other Representations or Warranties; Schedules. HOLDINGS makes no other express or implied representation or warranty with respect to the Entities or any of their respective Affiliates, the Assets or the transactions contemplated by this Agreement, and disclaims any other representations or warranties. The disclosure of any matter or item in any schedule to this Agreement shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed.
No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Agreement (as modified by the Schedules hereto) and the other Transaction Documents, none of the Sellers, the Blocker Companies, or the Group Companies makes any other express or implied representation or warranty with respect to the Blocker Companies, the Group Companies, and the Sellers. Except for the representations and warranties contained in this Agreement (as modified by the Schedules hereto) and the other Transaction Documents, the Blocker Companies, the Group Companies and the Sellers hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to the Purchaser or its Affiliates or representatives (including any opinion, information (including that provided in any “data room”), projection or advice that may have been or may be provided in respect of the Blocker Companies or the Group Companies to the Purchaser by any director, officer, manager, employee, agent, consultant or representative of the Blocker Companies, the Group Companies, the Sellers or any of their respective Affiliates). The disclosure of any matter or item in any Schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed and the disclosure of any matter or item in any one Schedule shall be deemed disclosed in all other relevant Schedules where the applicability of such matter or item to another Schedule is reasonably apparent on the face of such disclosure or such item.
No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article VI (as modified by the Datatel Disclosure Schedules) and Article VI of the Asset Purchase Agreement, neither the Datatel Entities nor any other Person makes any other express or implied representation or warranty with respect to the Datatel Entities, their respective Subsidiaries or the Transactions contemplated by this Agreement or the Asset Purchase Agreement, and each Datatel Entity disclaims any other representations or warranties, whether made by the Datatel Entities or any of their respective Affiliates or Representatives. Except for the representations and warranties contained in this Article VI (as modified by the Datatel Disclosure Schedules) and Article V of the Asset Purchase Agreement, the Datatel Entities hereby disclaim all Liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the SunGard Entities, the Company or their respective Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to a SunGard Entity, the Company or any of their respective Affiliates or Representatives by any Representative of the Datatel Entities or any of their Affiliates).
No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Buyer Disclosure Schedule hereto), the Buyer makes no other express or implied representation or warranty with respect to the Buyer or the transactions contemplated by this Agreement, and the Buyer disclaims any other representations or warranties, whether made by the Buyer or any of its Affiliates, officers, directors, employees, agents or Representatives. Except for the representations and warranties contained in this Article V (as modified by the Buyer Disclosure Schedule hereto), the Buyer hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Seller, the Company or any of their respective Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Seller or the Company by any director, officer, employee, agent, consultant, or Representative of the Buyer or its Affiliates) with respect to the Buyer or the transactions contemplated by this Agreement. The Buyer makes no representations or warranties to the Seller or the Company regarding the probable success or profitability of the Buyer.
No Other Representations or Warranties; Schedules. Except as set forth in this Agreement or in any Ancillary Agreement (as modified by the Disclosure Schedule hereto as supplemented or amended), and except as set forth on Schedule 4.28, (a) neither the Company Group nor any other Person makes any other express or implied representation or warranty with respect the Company Group or the transactions contemplated by this Agreement, (b) the Company Group disclaims any other representations or warranties, whether made by the Company Group or any of its Affiliates, officers, directors, employees, agents or representatives and (c) the Company Group hereby disclaims all Liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Buyer or any of its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Buyer or any of its Affiliates by any director, officer, employee, agent, consultant, or representative of the Company Group or any of its Affiliates). The disclosure of any matter or item in any schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed.
