Common use of Acknowledgment of Disclaimer of Other Representations and Warranties Clause in Contracts

Acknowledgment of Disclaimer of Other Representations and Warranties. Buyer acknowledges and agrees that, except for the representations and warranties expressly set forth in Article II and any certificate delivered hereunder, (i) neither the Company nor any of its Subsidiary makes, or has made, any representation or warranty relating to itself, the Bank or its Subsidiaries or their respective businesses or otherwise in connection with the transactions contemplated under this Agreement, and Buyer is not relying on any representation or warranty except for those expressly set forth in Article II; (ii) no Person has been authorized by the Company, the Bank or any of its Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Transactions, and, if made, such representation or warranty must not be relied upon by Buyer as having been authorized by such entity; and (iii) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information made available, provided or addressed to Buyer or any of its Affiliates or their respective Representatives, including any Diligence Materials, are not and shall not be deemed to be or include representations or warranties unless, and then solely to the extent that, any such materials or information is the subject of any express representation or warranty set forth in Article II. Buyer has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Bank and its Subsidiaries and, in making its determination to proceed with the Transactions, including the purchase of the Bank Shares, Buyer has relied on the results of its own independent review and analysis.

Acknowledgment of Disclaimer of Other Representations and Warranties. Buyer Parent and Merger Subsidiary each acknowledges and agrees that, except for the representations and warranties expressly set forth in Article II this Agreement and any certificate delivered hereunder, (ia) neither the Company nor any of its Subsidiary Subsidiaries makes, or has made, any representation or warranty relating to itself, the Bank itself or its Subsidiaries or their respective businesses business or otherwise in connection with the transactions contemplated under this AgreementMerger, and Buyer is Parent and Merger Subsidiary are not relying on any representation or warranty except for those expressly set forth in Article IIthis Agreement or any certificate delivered hereunder; (iib) no Person has been authorized by the Company, the Bank Company or any of its Subsidiaries to make any representation or warranty relating to itself or its business business, or otherwise in connection with the TransactionsMerger, and, if made, such representation other than those representations and warranties set forth in this Agreement or warranty must not be relied upon by Buyer as having been authorized by such entityany certificate delivered hereunder; and (iiic) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information made available, provided or addressed to Buyer Parent, Merger Subsidiary or any of its Affiliates or their respective Representativesrepresentatives, including any Diligence Materialsmaterials or information made available in the electronic data room in connection with the Transactions, via confidential information memorandum, in connection with presentations by the Company’s management or otherwise, are not and shall not be deemed to be or include representations or warranties unless, unless and then solely to the extent that, any such materials or information is the subject of any express representation or warranty set forth in Article IIthis Agreement. Buyer Each of Parent and Merger Subsidiary has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Bank Company and its Subsidiaries and, in making its determination to proceed with the Transactions, including the purchase each of the Bank Shares, Buyer Parent and Merger Subsidiary has relied on the results of its own independent review and analysisanalysis and the covenants, representations and warranties of the Company contained in this Agreement.