Common use of No Implied Representations Clause in Contracts

No Implied Representations. Each Buyer Party acknowledges and agrees that, (i) except as expressly set forth in Articles II and III of this Agreement, neither the Sellers, the Company, nor any of their respective subsidiaries, Affiliates, Representatives or purported Representatives has made, representations or warranties pertaining to the businesses or properties of the Company or the Sellers, or any part thereof and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles II and III of this Agreement or any certificate delivered by the Company or any officer thereof pursuant to Section 6.2 hereof 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. Without limiting the foregoing, each Buyer Party acknowledges and agrees that, except as expressly set forth in this Agreement, no Seller (a) has made any representations or warranties with respect to financial projections, financial models or forecasts regarding the Company or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of the Company. The Sellers and the Company hereby acknowledge and agree that nothing in this Section 4.8 will limit in any way the representations and warranties of the Sellers or the Company made in Articles II and III of this Agreement or the Buyer’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and by the R&W Insurance Policy.

No Implied Representations. Each Buyer Party acknowledges and agrees that, (i) that except as expressly set forth in Articles II this Agreement and III in the documents and instruments delivered by Seller at the Closing, none of this AgreementStarwood, neither the SellersITT, the CompanySheraton, nor SGC, SDIC, or any of their respective parents, subsidiaries, Affiliatesaffiliates, Representatives agents or representatives or purported Representatives agents or representatives has made, and none of the foregoing entities or Persons is liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or warranties information pertaining to the businesses or properties of the Company or the Sellers, Assets or any part thereof and (ii) all thereof, the physical condition thereof, environmental matters, the income, expenses or operation thereof, the financial prospects for the Business, the uses which can be lawfully made of the Assets under applicable zoning or other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles II and III of this Agreement laws or any certificate delivered by the Company other matter or thing with respect thereto, including any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation existing or warranty in deciding to consummate the transactions contemplated by this Agreementprospective Permits. Without limiting the foregoing, each Buyer Party acknowledges and agrees that, except as expressly set forth in this AgreementAgreement and in the documents and instruments delivered by or for Seller at the Closing, no Seller is not liable for or bound by (aand Buyer has not relied upon) has made any representations verbal or warranties with respect to financial projectionswritten statements, financial models representations, warranties, agreements, arrangements, understandings, investment bankers or forecasts regarding real estate brokers "setups" or offering materials or any other information respecting any or all of the Company Assets furnished by Starwood, ITT, Sheraton, SGC, SDIC or (b) is making any implied warranty affiliate, representative or representation as to condition, merchantability other person representing or suitability as to purportedly representing any of the assets or properties of the Companyforegoing. The Sellers and the Company hereby acknowledge and agree that nothing Nothing contained in this Section 4.8 will 6.2 shall be deemed to impair, limit or otherwise affect any rights of Buyer under this Agreement in any way the representations and warranties respect of the Sellers or the Company made representations, warranties and covenants of Seller set forth in Articles II and III of this Agreement or and the Buyer’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and by the R&W Insurance Policyprovisions hereof binding on Seller.

No Implied Representations. Each Buyer Party acknowledges The Buyers acknowledge and agrees agree that, (ia) except as expressly set forth in Articles Article II and III Section 8.19(b) of this Agreement, neither the Sellers, the CompanyCompanies, nor any of their respective subsidiaries, Affiliates, Representatives or purported Representatives has made, representations or warranties pertaining to the businesses or properties of the Company Companies or the Sellers, or any part thereof and (iib) all other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party the Buyers did not rely on any representation or warranty not contained in Articles Article II and III or Section 8.19(b) of this Agreement, any ancillary document entered into in connection with this Agreement or any certificate delivered by the Company or any officer thereof pursuant to Section 6.2 hereof in connection with this Agreement when making its decision to enter into this Agreement and will shall not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement. Without limiting the foregoing, each Buyer Party acknowledges and agrees that, except as expressly set forth in this Agreement, no Seller or Company (ai) has made any representations or warranties with respect to financial projections, financial models or forecasts regarding the Company Companies or (bii) is making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of the CompanyCompanies. The Sellers and the Company Companies hereby acknowledge and agree that nothing in this Section 4.8 will 3.7 shall affect or limit in any way the representations and warranties of the Sellers Sellers, the Companies or the Company Parent made in Articles Article II and III or Section 8.19(b) of this Agreement, any ancillary document entered into in connection with this Agreement or any certificate delivered in connection with this Agreement or the Buyer’s rights Buyers’ right to rely upon and seek indemnification or other remedies for any in the case of fraud or with respect to a breach of or inaccuracy in the same as contemplated hereby representations and by the R&W Insurance Policywarranties set forth in Article II or Section 8.19(b), any ancillary document entered into in connection with this Agreement or any certificate delivered in connection with this Agreement.

No Implied Representations. Each Buyer Party acknowledges Buyers acknowledge and agrees agree that, (i) except as expressly set forth in Articles Article II and III of this Agreement, neither the Sellers, the CompanyCompanies, nor any of their respective subsidiaries, Affiliates, Representatives or purported Representatives has made, representations or warranties pertaining to the businesses or properties of the Company Companies or the Sellers, or any part thereof and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party Buyers did not rely on any representation or warranty not contained in Articles Article II and III of this Agreement, any ancillary document entered into in connection with this Agreement or any certificate delivered by the Company or any officer thereof pursuant to Section 6.2 hereof in connection with this Agreement 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. Without limiting the foregoing, each Buyer Party acknowledges and agrees that, except as expressly set forth in this Agreement, no Seller or Company (a) has made any representations or warranties with respect to financial projections, financial models or forecasts regarding the Company Companies or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of the CompanyCompanies. The Sellers and the Company Companies hereby acknowledge and agree that nothing in this Section 4.8 3.8 will affect or limit in any way the representations and warranties of the Sellers or the Company Companies made in Articles Article II and III of this Agreement, any ancillary document entered into in connection with this Agreement or the Buyer’s rights any certificate delivered in connection with this Agreement or Buyers’ right to rely upon and seek indemnification or other remedies for any in the case of fraud or with respect to a breach of or inaccuracy in the same as contemplated hereby representations and by the R&W Insurance Policywarranties set forth in Article II, any ancillary document entered into in connection with this Agreement or any certificate delivered in connection with this Agreement.

No Implied Representations. Each ▇▇▇▇▇ acknowledges that it is familiar with the Company and the Property and has had the opportunity, directly or through its Representatives, to inspect the assets of the Company, including the Property, and to conduct due diligence activities. Buyer Party further acknowledges and agrees that, (i) except as expressly set forth in Articles II and III Article II, none of this Agreement, neither the Sellers, the CompanySeller Parties, nor any of their respective subsidiariesSubsidiaries, Affiliates, Representatives or purported Representatives has made, made representations or warranties pertaining to the businesses or properties of the Company or the SellersSeller Parties, or any part thereof thereof, and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles Article II and III of this Agreement or any certificate delivered by the Company Seller or any officer thereof pursuant to Section 6.2 hereof 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. Without limiting the foregoing, each Buyer Party ▇▇▇▇▇ acknowledges and agrees that, except as expressly set forth in this Agreement, no that Seller (a) has not made any representations or warranties with respect to financial projections, financial models or forecasts regarding the Company or and (b) is not making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of the Company. The Sellers Seller hereby acknowledges and the Company hereby acknowledge and agree agrees that nothing in this Section 4.8 3.7 will limit in any way the representations and warranties of the Sellers or the Company Seller made in Articles Article II and III of this Agreement or the Buyer▇▇▇▇▇’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and hereby. Notwithstanding any provision of this Agreement to the contrary, nothing in Section 3.7 shall limit any rights or remedies of Buyer in the case of Fraud by the R&W Insurance Policy▇▇▇▇▇▇.

No Implied Representations. Each ▇▇▇▇▇ acknowledges that it is familiar with the Company and the Property and has had the opportunity, directly or through its Representatives, to inspect the assets of the Company, including the Property, and to conduct due diligence activities. Buyer Party further acknowledges and agrees that, (i) except as expressly set forth in Articles II and III Article II, none of this Agreement, neither the Sellers, the CompanySeller Parties, nor any of their respective subsidiariesSubsidiaries, Affiliates, Representatives or purported Representatives has made, made representations or warranties pertaining to the businesses or properties of the Company or the SellersSeller Parties, or any part thereof thereof, and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles Article II and III of this Agreement or any certificate delivered by the Company Seller or any officer thereof pursuant to Section 6.2 hereof 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. Without limiting the foregoing, each Buyer Party ▇▇▇▇▇ acknowledges and agrees that, except as expressly set forth in this Agreement, no that Seller (a) has not made any representations or warranties with respect to financial projections, financial models or forecasts regarding the Company or and (b) is not making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of the Company. The Sellers Seller hereby acknowledges and the Company hereby acknowledge and agree agrees that nothing in this Section 4.8 3.7 will limit in any way the representations and warranties of the Sellers or the Company Seller made in Articles Article II and III of this Agreement or the Buyer’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and hereby. Notwithstanding any provision of this Agreement to the contrary, nothing in Section 3.7 shall limit any rights or remedies of Buyer in the case of Fraud by the R&W Insurance Policy▇▇▇▇▇▇.