Common use of No Further Representations Clause in Contracts

No Further Representations. Except for the representations and warranties made by Company in this Article V (as qualified by the Company Disclosure Memorandum), neither Company nor any other Person makes or has made any express or implied representation or warranty with respect to Company or its Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of Company or its Subsidiaries, and Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Company nor any other Person makes or has made any representation or warranty to Target or any other Person with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to Company or any of its Subsidiaries or the respective businesses of Company and its Subsidiaries or (ii) except for the representations and warranties made by Company in this Article V, any oral or written information presented, delivered, or made available to Target or its Subsidiaries, or any of their representatives, in the course of their due diligence investigation of Company and its Subsidiaries or their negotiation of this Agreement or otherwise in the course of the transactions contemplated hereby. Company also acknowledges and agrees that (i) except as expressly set forth in Article IV (including the related portions of the Target Disclosure Memorandum), neither Target nor any other Person makes or has made any express or implied representation or warranty with respect to Target or its Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of Target or its Subsidiaries and (ii) any such other representations or warranties are specifically disclaimed and Company did not rely on any representation or warranty not contained in Article IV (as qualified by the Target Disclosure Memorandum) when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement.

No Further Representations. Except for the representations and warranties made by Company Target in this Article V IV (as qualified by the Target Disclosure Memorandum), neither Target nor any other Person makes or has made any express or implied representation or warranty with respect to Target or its Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of Target or its Subsidiaries, and Target hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Target nor any other Person makes or has made any representation or warranty to Company or any other Person with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to Target or any of its Subsidiaries or the respective businesses of Target and its Subsidiaries or (ii) except for the representations and warranties made by Target in this Article IV, any oral or written information presented, delivered, or made available to Company or its Subsidiaries, or any of their representatives, in the course of their due diligence investigation of Target and its Subsidiaries or their negotiation of this Agreement or otherwise in the course of the transactions contemplated hereby. Target also acknowledges and agrees that (i) except as expressly set forth in Article V (including the related portions of the Company Disclosure Memorandum), neither Company nor any other Person makes or has made any express or implied representation or warranty with respect to Company or its Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of Company or its Subsidiaries, and Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Company nor any other Person makes or has made any representation or warranty to Target or any other Person with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to Company or any of its Subsidiaries or the respective businesses of Company and its Subsidiaries or (ii) except for the representations and warranties made by Company in this Article V, any oral or written information presented, delivered, or made available to Target or its Subsidiaries, or any of their representatives, in the course of their due diligence investigation of Company and its Subsidiaries or their negotiation of this Agreement or otherwise in the course of the transactions contemplated hereby. Company also acknowledges and agrees that (i) except as expressly set forth in Article IV (including the related portions of the Target Disclosure Memorandum), neither Target nor any other Person makes or has made any express or implied representation or warranty with respect to Target or its Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of Target or its Subsidiaries and (ii) any such other representations or warranties are specifically disclaimed and Company Target did not rely on any representation or warranty not contained in Article IV V (as qualified by the Target Company Disclosure Memorandum) when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement.

No Further Representations. (i) Except for the representations and warranties made by the Company in this Article V IV (as qualified by including the Company related portions of the First Advantage Disclosure Memorandum), neither the Company nor any other Person makes or has made does not make any express or implied representation or warranty with respect to the Company or its the Bank or their respective Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of the Company or its the Bank or their respective Subsidiaries, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither except for the representations and warranties made by the Company nor any other Person makes or has made in this Article IV (including the related portions of the First Advantage Disclosure Memorandum), the Company does not make any representation or warranty to Target or any other Person the Reliant Parties with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to Company the First Advantage Parties or any of its their respective Subsidiaries or the respective businesses of Company and its the First Advantage Parties or their respective Subsidiaries or (ii) except for the representations and warranties made by Company in this Article V, any oral or written information presented, delivered, or made available to Target Reliant or its Subsidiaries, or any of their representatives, Reliant Bank in the course of their due diligence investigation of Company and its Subsidiaries the First Advantage Parties or their negotiation of this Agreement or otherwise in the course of the transactions contemplated hereby. . (ii) The Company also acknowledges and agrees that (iA) except as expressly set forth in Article IV V (including the related portions of the Target Reliant Disclosure Memorandum), neither Target Reliant nor any other Person makes or has made any express or implied representation or warranty with respect to Target Reliant or its Reliant Bank or their respective Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of Target or its the Reliant Parties and their respective Subsidiaries and (iiB) any such other representations or warranties are specifically disclaimed and the Company did not rely on any representation or warranty not contained in Article IV V (as qualified by including the Target related portions of the Reliant Disclosure Memorandum) when making its their decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement.

No Further Representations. Except for Buyer may only rely on the representations and warranties made by Company information contained in this Article V (as qualified by the Company Disclosure Memorandum), neither Company nor any other Person makes or has made any express or implied representation or warranty Agreement. Seller will not be liable with respect to financial projections or forecasts, or other estimates of the future performance of the Company or its Subsidiaries or the respective businessesButane Blending Business. Except and to the extent set forth in this Agreement, operations, assets, liabilities, or conditions (financial or otherwise) of Company or its Subsidiaries, and Company hereby disclaims Seller does not make any such other representations or warranties. In particularwarranties whatsoever (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, without limiting the foregoing disclaimerFITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, neither Company nor any other Person makes or has made any representation or warranty to Target or any other Person OR ANY IMPLIED OR EXPRESS WARRANTY AS TO THE ENVIRONMENTAL CONDITION THEREOF (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT OR UNDER ANY COMPANY ASSETS), THE EXISTENCE OF LATENT OR PATENT DEFECTS, QUALITY OR OTHER ASPECT OR CHARACTERISTIC THEREOF) with respect to the Combined Inventory or the Company Real Property (iall of which are acknowledged by Buyer to be on as “as-is” basis), and Seller hereby disclaims all liability and responsibility for any representation, warranty, statement or information not included herein that was made, communicated or furnished (orally or in writing) to Buyer or its representatives (including any financial projectionopinion, forecastinformation, estimateprojection or advice that may have been or may be produced to Buyer by any director, budgetofficer, employee, agent, consultant or prospective information relating representative of Seller or the Company). Notwithstanding anything in this Agreement to Company the apparent contrary, Seller makes no, and hereby expressly disclaims any and all, representations or warranties with respect to the portion of the Butane Blending Business conducted with Buckeye Terminals, LLC or any of its Subsidiaries or the respective businesses of Company and its Subsidiaries or (ii) except for the representations and warranties made by Company in this Article V, any oral or written information presented, delivered, or made available to Target or its Subsidiaries, or any of their representatives, in the course of their due diligence investigation of Company and its Subsidiaries or their negotiation of this Agreement or otherwise in the course of the transactions contemplated hereby. Company also acknowledges and agrees that (i) except as expressly set forth in Article IV (including the related portions of the Target Disclosure Memorandum), neither Target nor any other Person makes or has made any express or implied representation or warranty with respect to Target or its Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of Target or its Subsidiaries and (ii) any such other representations or warranties are specifically disclaimed and Company did not rely on any representation or warranty not contained in Article IV (as qualified by the Target Disclosure Memorandum) when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this AgreementAffiliates.

No Further Representations. Except for Neither Parent nor Target has made, and neither shall be deemed to have made, to Purchaser or any Bank Party any representation or warranty other than as expressly set forth in this Article IV. Without limiting the generality of the foregoing, and notwithstanding any otherwise express representations and warranties made by Company in this Article V (as qualified by the Company Disclosure Memorandum)IV, neither Company Parent nor Target makes any other Person makes or has made any express or implied representation or warranty to Purchaser with respect to Company any projections, estimates or its Subsidiaries budgets heretofore delivered to or the respective businessesmade available to Purchaser of future revenues, expenses or expenditures or future results of operations; or except as expressly covered by a representation and warranty contained in this Article IV, assets, liabilities, any other information or conditions documents (financial or otherwise) of Company or its Subsidiaries, and Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Company nor any other Person makes or has made any representation or warranty to Target or any other Person with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to Company or any of its Subsidiaries or the respective businesses of Company and its Subsidiaries or (ii) except for the representations and warranties made by Company in this Article V, any oral or written information presented, delivered, or made available to Target Purchaser or its Subsidiariescounsel, accountants or any advisers. Article V Representations and Warranties of their representativesPurchaser and Purchaser Parent Purchaser and Purchaser Parent (and to the extent specifically provided, each Bank Party) hereby represent and warrant to Parent and Target as follows: 5.1 Organization, Standing and Authority of Purchaser. Purchaser is a corporation duly organized, validly existing and in good standing under the course of their due diligence investigation of Company and its Subsidiaries or their negotiation of this Agreement or otherwise in the course laws of the transactions contemplated hereby. Company also acknowledges State of Connecticut with full corporate power and agrees that (i) authority to own or lease all of its properties and assets and to carry on its business as now conducted and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which its ownership or leasing of property or the conduct of its business requires such licensing or qualification, except as expressly set forth where the failure to be so licensed, qualified or in Article IV (including good standing would not prevent or hinder the related portions consummation of the Target Disclosure Memorandum), neither Target nor any other Person makes or has made any express or implied representation or warranty with respect to Target or its Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of Target or its Subsidiaries and (ii) any such other representations or warranties are specifically disclaimed and Company did not rely on any representation or warranty not contained in Article IV (as qualified by the Target Disclosure Memorandum) when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions Transactions contemplated by this Agreement. Purchaser has heretofore delivered to Parent true and complete copies of the Corporate Charter and Bylaws of Purchaser as in effect as of the date hereof. 5.2 Organization, Standing and Authority of Purchaser Parent. Purchaser Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Connecticut with full corporate power and authority to own or lease all of its properties and assets and to carry on its business as now conducted and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which its ownership or leasing of property or the conduct of its business requires such licensing or qualification, except where the failure to be so licensed, qualified or in good standing would not prevent or hinder the consummation of the Transactions contemplated by this Agreement. Purchaser Parent has heretofore delivered to Parent true and complete copies of the Corporate Charter and Bylaws of Purchaser Parent as in effect as of the date hereof.

No Further Representations. (i) Except for the representations and warranties made by Company the TCB Holdings Parties in this Article V IV (as qualified by including the Company related portions of the TCB Holdings Disclosure Memorandum), neither Company TCB Holdings nor the Bank, nor any other Person Person, makes or has made any express or implied representation or warranty with respect to Company TCB Holdings or its the Bank or their respective Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of Company or its the TCB Holdings Parties and their respective Subsidiaries, and Company the TCB Holdings Parties hereby disclaims disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Company TCB Holdings nor the Bank, nor any other Person Person, makes or has made any representation or warranty to Target Reliant or any other Person of its Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to Company the TCB Holdings Parties or any of its their respective Subsidiaries or the respective businesses of Company the TCB Holdings Parties and its their respective Subsidiaries or (ii) except for the representations and warranties made by Company the TCB Holdings Parties in this Article VIV, any oral or written information presented, delivered, or made available to Target or its Subsidiaries, Reliant or any of their representatives, its Affiliates or representatives in the course of their due diligence investigation of Company and its Subsidiaries the TCB Holdings Parties or their negotiation of this Agreement or otherwise in the course of the transactions contemplated hereby. Company also acknowledges . (ii) The TCB Holdings Parties acknowledge and agrees agree that (iA) except as expressly set forth in Article IV V (including the related portions of the Target Reliant Disclosure Memorandum), neither Target Reliant nor any other Person makes or has made any express or implied representation or warranty with respect to Target Reliant or its Reliant Bank or their respective Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of Target or its the Reliant Parties and their respective Subsidiaries and (iiB) any such other representations or warranties are specifically disclaimed and Company the TCB Holdings Parties did not rely on any representation or warranty not contained in Article IV V (as qualified by including the Target related portions of the Reliant Disclosure Memorandum) when making its their decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement.

No Further Representations. (i) Except for the representations and warranties made by Company the Reliant Parties in this Article V (as qualified by including the Company related portions of the Reliant Disclosure Memorandum), neither Company nor any other Person makes or has made the Reliant Parties do not make any express or implied representation or warranty with respect to Company Reliant, Merger Sub, or its Subsidiaries Reliant Bank, or their respective Subsidiaries, or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of Company Reliant, Merger Sub, or its Reliant Bank, or their respective Subsidiaries, and Company the Reliant Parties hereby disclaims disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Company nor any other Person makes or has except for the representations and warranties made by the Reliant Parties in this Article V (including the related portions of the Reliant Disclosure Memorandum), the Reliant Parties do not make any representation or warranty to Target or any other Person the Company with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to Company Reliant, Merger Sub, or Reliant Bank, or any of its Subsidiaries their respective Subsidiaries, or the respective businesses of Company and its Subsidiaries Reliant, Merger Sub, or Reliant Bank, or their respective Subsidiaries, or (ii) except for the representations and warranties made by Company in this Article V, any oral or written information presented, delivered, or made available to Target or its Subsidiaries, or any of their representatives, the First Advantage Parties in the course of their due diligence investigation of Company Reliant and its Reliant Bank and their respective Subsidiaries or their negotiation of this Agreement or otherwise in the course of the transactions contemplated hereby. Company also . (ii) Reliant acknowledges and agrees that (iA) except as expressly set forth in Article IV (including the related portions of the Target First Advantage Disclosure Memorandum), neither Target the Company nor any other Person makes or has made any express or implied representation or warranty with respect to Target the First Advantage Parties or its their respective Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of Target or its the First Advantage Parties and their respective Subsidiaries and (iiB) any such other representations or warranties are specifically disclaimed and Company Reliant did not rely on any representation or warranty not contained in Article IV (as qualified by including the Target related portions of the First Advantage Disclosure Memorandum) when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement.