Common use of Acknowledgement of No Other Representations or Warranties Clause in Contracts

Acknowledgement of No Other Representations or Warranties. Blocker and Blocker GP acknowledge and agree that, (i) except for the representations and warranties contained in Article V, neither Parent, Merger Sub nor any of their respective Affiliates or Representatives makes or has made, nor is Blocker or Blocker GP relying on, and expressly disclaims any reliance on, any representation or warranty, either express or implied, concerning Parent, Merger Sub or any of their respective businesses, operations, assets, Liabilities, results of operations, condition (financial or otherwise) or prospects or the transactions contemplated by this Agreement, and (ii) Blocker and Blocker GP hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by Parent, Merger Sub or any of their respective Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Blocker by any Representative of Parent or Merger Sub) except for the representations and warranties expressly set forth in Article V. Notwithstanding anything in this Agreement to the contrary, neither Blocker nor either Blocker Partner makes any representations or warranties to Parent or Merger Sub regarding any projections or the future or probable profitability, success, business, opportunities, relationships and operations of Blocker. Subject to all of the foregoing provisions of this Section, each of Blocker, each Blocker Partner, the Company, Parent and Merger Sub retains all of its rights and remedies with respect to claims based on Fraud.

Acknowledgement of No Other Representations or Warranties. Blocker Each of the Company and Blocker GP acknowledge the Partnership acknowledges and agree agrees that, (i) except for the representations and warranties contained in Article VIV, neither none of Parent, Merger Sub nor I or Merger Sub II or any of their respective Affiliates affiliates or Representatives makes or has made, nor is Blocker or Blocker GP relying on, and expressly disclaims any reliance on, made any representation or warranty, either express or implied, concerning Parent, Merger Sub I or Merger Sub II or any of their respective businesses, operations, assets, Liabilitiesliabilities, results of operations, condition (financial or otherwise) or prospects or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law and subject to Section 8.8, except with respect to the representations and warranties contained in Article IV or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II contained herein, none of Parent, Merger Sub I or Merger Sub II or any of their respective affiliates, employees, stockholders or any other Person or their Representatives shall have any liability to the Company or the Partnership or their respective affiliates or Representatives on any basis (iiincluding in contract or tort, under federal or state securities Laws or otherwise) Blocker and Blocker GP hereby disclaims all liability and responsibility for based upon any representation, warranty, projection, forecast, statement information or information communicated, statements (or furnished (orally any omissions therefrom) provided or in writing) made available by Parent, Merger Sub or any of their respective Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Blocker by any Representative of Parent or Merger Sub) except for the representations and warranties expressly set forth in Article V. Notwithstanding anything in this Agreement to the contrary, neither Blocker nor either Blocker Partner makes any representations or warranties to Parent I or Merger Sub regarding any projections II or their respective affiliates and Representatives to the Company or the future Partnership or probable profitability, success, business, opportunities, relationships their respective affiliates and operations of BlockerRepresentatives in connection with the transactions contemplated hereby. Subject to all of the foregoing The provisions of this Section, each Section 3.24 do not limit the express representations of Blocker, each Blocker Partner, the Company, Parent and Merger Sub retains all of its rights and remedies with respect to claims based on FraudGuarantor contained in the Guaranty.

Acknowledgement of No Other Representations or Warranties. Blocker Each of Merger Sub I and Blocker GP acknowledge Merger Sub II acknowledges and agree agrees that, (ia) except for the representations and warranties contained in Article VIV, neither Parent, Merger Sub SPAC nor any of their respective its Affiliates or Representatives makes or has made, nor is Blocker Merger Sub I or Blocker GP Merger Sub II relying on, and expressly disclaims any reliance on, any representation or warranty, either express or implied, concerning Parent, Merger Sub SPAC or any of their respective its businesses, operations, assets, Liabilitiesliabilities, results of operations, condition (financial or otherwise) or prospects or the transactions contemplated by this Agreement, and (iib) Blocker each of Merger Sub I and Blocker GP Merger Sub II hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by Parent, Merger Sub SPAC or any of their respective its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Blocker either Merger Sub I or Merger Sub II by any Representative of Parent or Merger SubSPAC) except for the representations and warranties expressly set forth in Article V. Notwithstanding anything in this Agreement to the contrary, neither Blocker nor either Blocker Partner makes any representations or warranties to Parent or Merger Sub regarding any projections or the future or probable profitability, success, business, opportunities, relationships and operations of BlockerIV. Subject to all of the foregoing provisions of this SectionSection 5.12, each of Blocker, each Blocker Partner, the Company, Parent and Merger Sub I, Merger Sub II and SPAC retains all of its rights and remedies with respect to claims based on Fraudfraud.

Acknowledgement of No Other Representations or Warranties. Blocker The Company acknowledges and Blocker GP acknowledge and agree agrees that, (i) except for the representations and warranties contained in Article V, neither Parent, Merger Sub nor any of their respective Affiliates or Representatives makes or has made, nor is Blocker or Blocker GP the Company relying on, and expressly disclaims any reliance on, any representation or warranty, either express or implied, concerning Parent, Merger Sub or any of their respective businesses, operations, assets, Liabilities, results of operations, condition (financial or otherwise) or prospects or the transactions contemplated by this Agreement, and (ii) Blocker and Blocker GP the Company hereby disclaims all liability Liability and responsibility for any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by Parent, Merger Sub or any of their respective Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Blocker the Company by any Representative of Parent or Merger Sub) except for the representations and warranties expressly set forth in Article V. Notwithstanding anything in this Agreement to the contrary, neither Blocker nor either Blocker Partner makes any the Company and its Subsidiaries make no representations or warranties to Parent or Merger Sub regarding any projections or the future or probable profitability, success, business, opportunities, relationships and operations of Blockerthe Company and its Subsidiaries. Subject to all of the foregoing provisions of this Section, each of Blocker, each Blocker Partner, the Company, Parent and Merger Sub retains all of its rights and remedies with respect to claims based on Fraud.

Acknowledgement of No Other Representations or Warranties. Blocker The Company acknowledges and Blocker GP acknowledge and agree agrees that, (i) except for the representations and warranties contained in Article V, neither Parent, Merger Sub nor any of their respective Affiliates or Representatives makes or has made, nor is Blocker or Blocker GP the Company relying on, and expressly disclaims any reliance on, any representation or warranty, either express or implied, concerning Parent, Merger Sub or any of their respective businesses, operations, assets, Liabilities, results of operations, condition (financial or otherwise) or prospects or the 88758860_15 transactions contemplated by this Agreement, and (ii) Blocker and Blocker GP the Company hereby disclaims all liability Liability and responsibility for any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by Parent, Merger Sub or any of their respective Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Blocker the Company by any Representative of Parent or Merger Sub) except for the representations and warranties expressly set forth in Article V. Notwithstanding anything in this Agreement to the contrary, neither Blocker nor either Blocker Partner makes any the Company and its Subsidiaries make no representations or warranties to Parent or Merger Sub regarding any projections or the future or probable profitability, success, business, opportunities, relationships and operations of Blockerthe Company and its Subsidiaries. Subject to all of the foregoing provisions of this Section, each of Blocker, each Blocker Partner, the Company, Parent and Merger Sub retains all of its rights and remedies with respect to claims based on Fraud.