No Additional Warranties or Representations Sample Clauses

The "No Additional Warranties or Representations" clause establishes that the only warranties or representations binding on the parties are those expressly stated in the agreement. This means that neither party can rely on any statements, promises, or assurances made outside the written contract, whether made verbally or in writing before or during negotiations. The core function of this clause is to prevent disputes over alleged promises or guarantees not formally included in the contract, thereby ensuring clarity and limiting liability to the agreed terms.
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No Additional Warranties or Representations. The Buyer and Merger Sub acknowledge that neither the Company nor any other Person has made any warranty or representation, express or implied, as to the accuracy or completeness of any information regarding the Shares, the Company Group or the Business which has been furnished or made available to the Buyer, Merger Sub and/or its or their representatives, except as expressly set forth in this Agreement, the Disclosure Schedule or the agreements and opinions delivered in connection herewith. The Company and Shareholders hereby disclaim, and Buyer and Merger Sub acknowledge and agree that they are not receiving or relying upon, any such other express or implied representations or warranties, notwithstanding the delivery or disclosure to Buyer, Merger Sub or any other Person of any information, documents or material stored on computer disks, in certain “data sites,” or “data rooms” or in any other forms in expectation of the transactions contemplated by this Agreement except as expressly set forth in this Agreement, the Disclosure Schedule attached hereto or the agreements executed in connection herewith. The Buyer and Merger Sub acknowledge and agree that neither the Buyer, Merger Sub nor any of its or their representatives has relied, and none of such Persons is relying, upon any statement, warranty or representation (whether written or oral) not made in this Agreement, the Disclosure Schedule or the agreements executed in connection herewith.
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No Additional Warranties or Representations. THE BUYER ACKNOWLEDGES THAT THE SELLERS (AND THE TARGET COMPANIES) HAVE NOT MADE, AND NO OTHER PERSON HAS MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AS TO THE SELLERS, THE TARGET COMPANIES, ANY OF THE SELLERS’ OR THE TARGET COMPANIES’ AFFILIATES, THE SUBJECT SECURITIES, OR THE BUSINESS, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE SELLERS, THE TARGET COMPANIES, ANY OF THE SELLERS’ OR THE TARGET COMPANIES’ AFFILIATES, THE SUBJECT SECURITIES OR THE BUSINESS, WHICH HAS BEEN FURNISHED OR MADE AVAILABLE TO THE BUYER OR ITS REPRESENTATIVES, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE SELLER CLOSING CERTIFICATE. THE SELLERS (AND THEIR AFFILIATES) SHALL NOT HAVE, OR BE SUBJECT TO, AND NO OTHER PERSON SHALL HAVE, OR BE SUBJECT TO, ANY LIABILITY TO THE BUYER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO THE BUYER OR ANY OF ITS REPRESENTATIVES, OR THE BUYER’S OR ANY OF ITS REPRESENTATIVES’ USE OF, ANY SUCH INFORMATION, DOCUMENTS OR MATERIALS MADE AVAILABLE TO THE BUYER OR ANY OF ITS REPRESENTATIVES IN RECORDS STORED ON COMPUTER DISKS, IN CERTAIN “DATA SITES”, PROVIDED DURING MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (AS QUALIFIED BY THE DISCLOSURE SCHEDULES). THE BUYER ACKNOWLEDGES AND AGREES THAT NEITHER THE BUYER NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS RELIED, AND NONE OF SUCH PERSONS IS RELYING, OR WILL ASSERT THAT IT IS RELYING, UPON ANY STATEMENT, WARRANTY OR REPRESENTATION (WHETHER WRITTEN OR ORAL) NOT EXPRESSLY MADE IN THIS AGREEMENT (AS QUALIFIED BY THE DISCLOSURE SCHEDULES). 20762941.9
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No Additional Warranties or Representations. The Buyer has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Companies and, in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied on the results of its own independent investigation and solely upon the representations and warranties of the Sellers expressly and specifically set forth in Articles IV and V of this Agreement. The Buyer acknowledges that none of the Sellers, TCI nor any other Person has made any warranty or representation, express or implied, as to the accuracy or completeness of any information regarding the Sellers, the Subject Securities, the Companies or the Business which has been furnished or made available to the Buyer and/or its Representatives, including any such information, documents or material made available to the Buyer or such Representatives in the Data Room, provided during management presentations or in any other forms in expectation of the transactions contemplated by this Agreement, except as expressly set forth in Articles IV and V of this Agreement, as qualified by the Disclosure Schedule.
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No Additional Warranties or Representations. Parent, on behalf of itself and its Affiliates, acknowledges that neither the Company nor any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Company, which has been communicated, furnished or made available to Parent or Merger Sub or their respective Representatives, except as expressly set forth in Article III of this Agreement (as modified by the Company Disclosure Schedule).
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No Additional Warranties or Representations. Parent, on behalf of itself and its Affiliates, acknowledges that neither the Company nor any other Person has made any representation or warranty, expressed or implied, as to the accuracy and completeness of any information regarding the Company or the Business, which has been communicated, furnished or made available to Parent or Merger Sub or their respective Representatives, except as expressly set forth in this Agreement. Neither the Company nor any other Person shall have or be subject to any Liability to any other Person resulting from the distribution to Parent or its Representatives, or any of the Parent’s or its Representatives’ use of, any such information, documents or material made available to any of them in Records stored on computer disks, in online or physical “data rooms,” provided during management presentations or in any other forms in expectation of the Transactions except as set forth in the Transaction Documents. Parent, on behalf of itself and its Affiliates, acknowledges and agrees that neither it nor any of its Representatives has relied, and none of such Persons is relying, upon any statement, warranty or representation (whether written or oral) not made in this Agreement.
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No Additional Warranties or Representations. Other than as set forth in this Agreement, Licensor makes no warranty, express or implied, with respect to the ownership, condition, use, or status of any rights relating to the Technology or other representations or warranties.
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Related to No Additional Warranties or Representations

  • No Additional Warranties EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

  • No Additional Representations or Warranties Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth in Article IV or in the case of fraud, (a) neither the Company nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).

  • No Warranties or Liability Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

  • No Additional Representation or Warranties Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

  • Additional Warranties Where Contractor, product manufacturer or service provider generally offers additional or more advantageous warranties than set forth below, Contractor shall offer or pass through any such warranties to Authorized Users. Contractor hereby warrants and represents: a. Product Performance Contractor warrants and represents that Products delivered pursuant to this Contract conform to the manufacturer's specifications, performance standards and documentation, and the documentation fully describes the proper procedure for using the Products.