Common use of No Additional Representation or Warranties Clause in Contracts

No Additional Representation or Warranties. Except as expressly provided in this Article IV, none of the Target Companies nor any of their respective Affiliates, nor any of their respective Representatives has made, or is making, any representation or warranty whatsoever, express or implied, at law or in equity, to SPAC or its Affiliates or any other Person, including any implied representation or warranty as to condition, merchantability, fitness for a particular purpose, future results, proposed businesses or future plans of such Target Company, and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to SPAC or its Affiliates or any other Person, including information, documents, projections, forecasts or other material made available to SPAC, its Affiliates or Representatives in any “data rooms,” management presentations or otherwise in connection with the transactions contemplated in this Agreement and the Ancillary Agreements and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Except for the representations and warranties expressly set forth in this Article IV or the Ancillary Agreements, it is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by or on behalf of such Target Company are not and shall not be deemed to be or to include representations or warranties of the Target Companies or any other Person, and are not and shall not be deemed to be relied upon by any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactions.

No Additional Representation or Warranties. Except as expressly provided in this Article IV, none of the Target Companies nor neither Zanite or any of their respective its Affiliates, nor any of their respective Representatives has made, or is making, or will be deemed to have made, any representation or warranty whatsoever, express or implied, at law or in equity, to SPAC Embraer, EAH or its Affiliates the Company or any other Person, including any implied representation or warranty as to condition, merchantability, fitness for a particular purpose, future results, proposed businesses or future plans of such Target Company, their respective Affiliates and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to SPAC Embraer, EAH or its Affiliates the Company or any other Personof their respective Affiliates, including information, documents, projections, forecasts or other material made available to SPACEmbraer, its EAH or the Company or any of their respective Affiliates or Representatives in any “data rooms,” management presentations or otherwise in connection with the transactions contemplated in this Agreement and the Ancillary Agreements Transactions and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any Party Embraer, EAH or the Company in executing, delivering or performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or therebyTransactions. Except for the representations and warranties expressly set forth in this Article IV or the Ancillary Agreements, it is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials materials, made available by or on behalf of such Target Company Zanite are not and shall not be deemed to be or to include representations or warranties of the Target Companies Zanite or any other Personperson, and are not and shall not be deemed to be relied upon by any Party Embraer, EAH or the Company in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactions.

No Additional Representation or Warranties. Except as expressly provided in this Article IVV, none of the Target Companies neither PACI nor Merger Sub nor any of their respective Affiliates, nor any of their respective Affiliates or Representatives has made, or is making, any representation or warranty whatsoever, express or implied, at law or in equity, to SPAC any Group Company or its their respective Affiliates or any other Person, including any implied representation or warranty as to condition, merchantability, fitness for a particular purpose, future results, proposed businesses businesses, or future plans of such Target CompanyPACI, and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to SPAC any Group Company or its Affiliates or any other Persontheir respective Affiliates, including information, documents, projections, forecasts forecasts, or other material made available to SPAC, its Affiliates the Group Companies or their respective or Representatives in any “data rooms,” management presentations presentations, or otherwise in connection with the transactions contemplated in this Agreement and the Ancillary Agreements and no statement contained in any of such materials material or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any Party in executing, delivering delivering, or performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Except for the representations and warranties expressly set forth in this Article IV V or the Ancillary Agreements, it is understood that any cost estimates, projections projections, or other predictions, any data, any financial information information, or any memoranda or offering materials material or presentations, including any offering memorandum or similar materials material made available by or on behalf of such Target Company PACI are not and shall not be deemed to be or to include representations or warranties of the Target Companies PACI or Merger Sub or any other Person, and are not and shall not be deemed to be relied upon by any Party in executing, delivering delivering, or performing this Agreement, the Ancillary Agreements Agreements, or the Transactionstransactions contemplated hereby or thereby.

No Additional Representation or Warranties. Except as expressly provided in this Article IVIII, none of the Target Companies neither Embraer nor any of their respective its Affiliates, nor any of their respective Representatives has made, or is making, or will be deemed to have made, any representation or warranty whatsoever, express or implied, at law or in equity, to SPAC Zanite or its Affiliates or any other Person, including any implied representation or warranty as to condition, merchantability, fitness for a particular purpose, future results, proposed businesses or future plans of such Target Company, and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to SPAC Zanite or its Affiliates or any other PersonAffiliates, including information, documents, projections, forecasts or other material made available to SPACZanite, its Affiliates or Representatives in any “data rooms,” management presentations or otherwise in connection with the transactions contemplated in this Agreement and the Ancillary Agreements Transactions and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any Party Zanite in executing, delivering or performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or therebyTransactions. Except for the representations and warranties expressly set forth in this Article IV III or the Ancillary Agreements, it is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials materials, made available by or on behalf of such Target the Company are not and shall not be deemed to be or to include representations or warranties of Embraer, the Target Companies Company or any other Personperson, and are not and shall not be deemed to be relied upon by any Party Zanite in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactions.

No Additional Representation or Warranties. Except as expressly provided in this Article IV, none of the Target Group Companies nor any of their respective Affiliates, nor any of their respective Affiliates or Representatives has have made, or is making, any representation or warranty whatsoever, express or implied, at law or in equity, to SPAC PACI or its Affiliates or any other Person, including any implied representation or warranty as to condition, merchantability, fitness for a particular purpose, future results, proposed businesses businesses, or future plans of such Target Group Company, and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to SPAC PACI or its Affiliates or any other Person, including information, documents, projections, forecasts forecasts, or other material made available to SPACPACI, its Affiliates or Representatives in any “data rooms,” management presentations presentations, or otherwise in connection with the transactions contemplated in this Agreement and the Ancillary Agreements and no statement contained in any of such materials material or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any Party in executing, delivering delivering, or performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Except for the representations and warranties expressly set forth in this Article IV or the Ancillary Agreements, it is understood that any cost estimates, projections projections, or other predictions, any data, any financial information or any memoranda or offering materials material or presentations, including any offering memorandum or similar materials made available by or on behalf of such Target Group Company are not and shall not be deemed to be or to include representations or warranties of the Target Group Companies or any other Person, and are not and shall not be deemed to be relied upon by any Party in executing, delivering delivering, or performing this Agreement, the Ancillary Agreements Agreements, or the Transactions.

No Additional Representation or Warranties. Except as expressly provided in this Article IVV, none of the Target Companies neither SPAC nor Merger Sub 1 nor any of their respective Affiliates, nor any of their respective Representatives has made, or is making, any representation or warranty whatsoever, express or implied, at law or in equity, to SPAC any Target Company or its their respective Affiliates or any other Person, including any implied representation or warranty as to condition, merchantability, fitness for a particular purpose, future results, proposed businesses or future plans of such Target CompanySPAC, and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to SPAC any Target Company or its Affiliates or any other Persontheir respective Affiliates, including information, documents, projections, forecasts or other material made available to SPAC, its Affiliates the Target Companies or their respective or Representatives in any “data rooms,” management presentations or otherwise in connection with the transactions contemplated in this Agreement and the Ancillary Agreements and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Except for the representations and warranties expressly set forth in this Article IV V or the Ancillary Agreements, it is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by or on behalf of such Target Company SPAC are not and shall not be deemed to be or to include representations or warranties of the Target Companies SPAC or Merger Sub 1 or any other Person, and are not and shall not be deemed to be relied upon by any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactionstransactions contemplated hereby or thereby.

No Additional Representation or Warranties. Except as expressly provided in this Article IV‎Article V (as modified by the Acquiror Disclosure Letter), and the representations and warranties as may be provided in the other agreements entered into in connection with the transactions contemplated by this Agreement, none of the Target Companies nor any of their respective Affiliates, Acquiror Entities nor any of their respective Representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, at law relating to or with respect to this Agreement or the transactions contemplated hereby to the Company or any of its Subsidiaries or Affiliates. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS ‎SECTION 5.22 (INCLUDING THE ACQUIROR DISCLOSURE LETTER), EACH OF THE ACQUIROR ENTITIES MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO THE MOBILE COMPANIES OR BLOCKER COMPANIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO EACH OF THE ACQUIROR ENTITIES OR ITS RESPECTIVE BUSINESSES, OPERATIONS, PROPERTIES, LIABILITIES, OR OBLIGATIONS, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. Each of the Acquiror Entities acknowledges and agrees that, except for the representations and warranties contained in equity‎Article IV (as modified by the Company Disclosure Letter) and in other agreements entered into in connection with the transactions contemplated by this Agreement, to SPAC neither Company or its Affiliates or nor any other Person, including Person has made or is making any implied representation or warranty warranty, express or implied, as to condition, merchantability, fitness for a particular purpose, future results, proposed businesses or future plans of such Target Company, and no such party shall be liable in respect of the accuracy or completeness of any documentation information, data, or statement regarding the Mobile Companies or the transactions contemplated hereunder, including in respect of the Company and the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information provided to SPAC not expressly set forth in ‎‎Article IV (as modified by the Company Disclosure Letter) or its Affiliates or any in other Person, including information, documents, projections, forecasts or other material made available to SPAC, its Affiliates or Representatives in any “data rooms,” management presentations or otherwise agreements entered into in connection with the transactions contemplated in this Agreement and the Ancillary Agreements and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any Party in executing, delivering or performing this Agreement, . Each of the Ancillary Agreements Acquiror Entities is not relying on any representations or warranties other than those representations or warranties set forth in ‎Article IV (as modified by the transactions contemplated hereby or thereby. Except for Company Disclosure Letter) and the representations and warranties expressly set forth as may be provided in this Article IV or other agreements entered into in connection with the Ancillary Agreements, it is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available transactions contemplated by or on behalf of such Target Company are not and shall not be deemed to be or to include representations or warranties of the Target Companies or any other Person, and are not and shall not be deemed to be relied upon by any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactions.

No Additional Representation or Warranties. Except as expressly provided in this Article IV, none and as modified by the Company Disclosure Letter and the Ancillary Agreements and any certificates delivered pursuant to this Agreement, the Company hereby expressly disclaims and negates, any express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, its Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the Target Companies nor assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to SPAC, Merger Sub, its Affiliates or any of their respective Representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the Company nor any of its Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoeverwhatsoever to SPAC, express the Merger Sub or implied, at law or in equity, to SPAC or its their Affiliates or any other Person, including any implied representation or warranty as to condition, merchantability, fitness for a particular purpose, future results, proposed businesses or future plans of such Target Company, and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to SPAC SPAC, Merger Sub or its Affiliates or any other Persontheir Affiliates, including information, documents, with respect to any projections, forecasts forecasts, estimates or other material budgets made available to SPAC, its Merger Sub, their Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any “data rooms,” management presentations presentation or otherwise in connection with the transactions contemplated in this Agreement and the Ancillary Agreements and no statement contained in any of such materials or other information made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed available to be relied upon by any Party in executingSPAC, delivering or performing this AgreementMerger Sub, the Ancillary Agreements or the transactions contemplated hereby or thereby. Except for the representations and warranties expressly set forth in this Article IV or the Ancillary Agreements, it is understood that any cost estimates, projections or other predictions, any data, any financial information their Affiliates or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by or on behalf of such Target Company are not and shall not be deemed to be or to include representations or warranties of the Target Companies their respective Representatives or any other Person, and are not and shall not be deemed to be relied upon by any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactions.

No Additional Representation or Warranties. Except as expressly provided in this Article IV, none and as modified by the Company Disclosure Letter, the Company hereby expressly disclaims and negates, any express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, its Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the Target Companies nor assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Acquiror, Merger Sub, its Affiliates or any of their respective representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the Company nor any of its Affiliates, nor any of their respective Representatives directors, managers, officers, employees, equityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever, express whatsoever to Acquiror or implied, at law Merger Sub or in equity, to SPAC or its their Affiliates or any other Person, including any implied representation or warranty as to condition, merchantability, fitness for a particular purpose, future results, proposed businesses or future plans of such Target Company, and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to SPAC Acquiror or its Merger Sub or their Affiliates, including with respect to any projections, forecasts, estimates or budgets made available to Acquiror, Merger Sub, their Affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Acquiror, Merger Sub, their Affiliates or any of their respective representatives or any other Person, including information, documents, projections, forecasts or other material made available to SPAC, its Affiliates or Representatives in any “data rooms,” management presentations or otherwise in connection with the transactions contemplated in this Agreement and the Ancillary Agreements and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Except for the representations and warranties expressly set forth in this Article IV or the Ancillary Agreements, it is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by or on behalf of such Target Company are not and shall not be deemed to be or to include representations or warranties of the Target Companies or any other Person, and are not and shall not be deemed to be relied upon by any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactions.