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

Acknowledgement of No Other Representations or Warranties. Except for the representations and warranties contained in Article IV, Cyberonics acknowledges and agrees that none of Sorin, Holdco, Merger Sub, the Sorin Subsidiaries or any of their respective Representatives (such Representatives, collectively, the “Sorin Representatives”) makes or has made any representation or warranty, either express or implied, concerning Sorin, Holdco, Merger Sub or any of their respective Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. Cyberonics and its Representatives (“Cyberonics Representatives”) have received from Sorin or its Representatives certain estimates, projections and other forecasts for Sorin and its Subsidiaries and certain estimates, plans and budget information. Cyberonics acknowledges and agrees that there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets; that Sorin makes no representations or warranties with respect thereto except to the extent of any representations and warranties made by Sorin, Holdco or Merger Sub in Article IV relating thereto; that Cyberonics is familiar with such uncertainties; and that, except to the extent the representations and warranties in Article IV speak to such estimates, projections, forecasts, plans and budgets, Cyberonics is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it or its Representatives.

Acknowledgement of No Other Representations or Warranties. Except for the representations and warranties contained in Article IV, Cyberonics acknowledges and agrees that none of Sorin▇▇▇▇▇, Holdco▇▇▇▇▇▇, Merger Sub, the Sorin Subsidiaries or any of their respective Representatives (such Representatives, collectively, the “Sorin Representatives”) makes or has made any representation or warranty, either express or implied, concerning Sorin, Holdco, Merger Sub or any of their respective Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. Cyberonics and its Representatives (“Cyberonics Representatives”) have received from Sorin or its Representatives certain estimates, projections and other forecasts for Sorin and its Subsidiaries and certain estimates, plans and budget information. Cyberonics acknowledges and agrees that there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets; that Sorin ▇▇▇▇▇ makes no representations or warranties with respect thereto except to the extent of any representations and warranties made by Sorin, Holdco or Merger Sub in Article IV relating thereto; that Cyberonics is familiar with such uncertainties; and that, except to the extent the representations and warranties in Article IV speak to such estimates, projections, forecasts, plans and budgets, Cyberonics is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it or its Representatives.

Acknowledgement of No Other Representations or Warranties. Except for the representations and warranties contained in Article IVIII, Cyberonics each of Sorin, ▇▇▇▇▇▇ and Merger Sub acknowledges and agrees that none of Sorin, Holdco, Merger SubCyberonics, the Sorin Cyberonics Subsidiaries or any of their respective affiliates or the Cyberonics Representatives (such Representatives, collectively, the “Sorin Representatives”) makes or has made any representation or warranty, either express or implied, concerning Sorin, Holdco, Merger Sub Cyberonics or any of their respective the Cyberonics Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. Cyberonics ▇▇▇▇▇, ▇▇▇▇▇▇ and its Merger Sub and their respective Representatives (“Cyberonics Representatives”) have received from Sorin Cyberonics or its Representatives certain estimates, projections and other forecasts for Sorin Cyberonics and its Subsidiaries and certain estimates, plans and budget information. Cyberonics Each of Sorin, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub acknowledges and agrees that there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets; that Sorin Cyberonics makes no representations or warranties with respect thereto except to the extent of any representations and warranties made by Sorin, Holdco or Merger Sub Cyberonics in Article IV III relating thereto; that Cyberonics is ▇▇▇▇▇, ▇▇▇▇▇▇ and Merger Sub are familiar with such uncertainties; and that, except to the extent the representations and warranties in Article IV III speak to such estimates, projections, forecasts, plans and budgets, Cyberonics is ▇▇▇▇▇, ▇▇▇▇▇▇ and Merger Sub are each taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it them or its their Representatives.

Acknowledgement of No Other Representations or Warranties. Except for the representations and warranties contained in Article IVIII, Cyberonics each of Sorin, Holdco and Merger Sub acknowledges and agrees that none of Sorin, Holdco, Merger SubCyberonics, the Sorin Cyberonics Subsidiaries or any of their respective affiliates or the Cyberonics Representatives (such Representatives, collectively, the “Sorin Representatives”) makes or has made any representation or warranty, either express or implied, concerning Sorin, Holdco, Merger Sub Cyberonics or any of their respective the Cyberonics Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. Cyberonics Sorin, Holdco and its Merger Sub and their respective Representatives (“Cyberonics Representatives”) have received from Sorin Cyberonics or its Representatives certain estimates, projections and other forecasts for Sorin Cyberonics and its Subsidiaries and certain estimates, plans and budget information. Cyberonics Each of Sorin, Holdco and Merger Sub acknowledges and agrees that there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets; that Sorin Cyberonics makes no representations or warranties with respect thereto except to the extent of any representations and warranties made by Sorin, Holdco or Merger Sub Cyberonics in Article IV III relating thereto; that Cyberonics is Sorin, Holdco and Merger Sub are familiar with such uncertainties; and that, except to the extent the representations and warranties in Article IV III speak to such estimates, projections, forecasts, plans and budgets, Cyberonics is Sorin, Holdco and Merger Sub are each taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it them or its their Representatives.