Common use of No Other Representation Clause in Contracts

No Other Representation. Except for the representations and warranties contained in Article III and Article IV (as modified by the Schedules hereto), none of the Company or any of its Affiliates (including Seller and the Company’s Subsidiaries), Representatives of the Company or any of its Affiliates or any other Person makes or shall be deemed to make any other express or implied representation or warranty with respect to Seller, the Target Companies, the Transferred Interests, the Company Business or any assets or Liabilities thereof, the Contemplated Transactions, or any other matter, and the Seller Parties hereby disclaim any other express or implied representations or warranties, whether made by the Company or any of its Affiliates (including Seller and the Company’s Subsidiaries), any Representatives of the Company or any of its Affiliates or any other Person. Except for the representations and warranties expressly set forth in Article III and Article IV (as modified by the Schedules hereto), the Seller Parties, on behalf of themselves and each of their respective Affiliates, hereby disclaim all Liability and responsibility for any and all representations, warranties, projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made available, communicated or furnished (orally or in writing, including electronically) to Buyer or any of its Affiliates or any Representatives of Buyer or any of its Affiliates (including any opinion, data, information, projection, forecast, estimate, appraisal, statement, promise or advice that may have been or may be provided to Buyer or any of its Affiliates or any Representatives of Buyer or any of its Affiliates by the Company or any of its Affiliates, any Representatives of the Company or any of its Affiliates or any other Person), or any errors in or omissions from any of the foregoing. Without limiting the foregoing, the Seller Parties make no express or implied representations or warranties to Buyer or any of its Affiliates or any Representatives of Buyer or any of its Affiliates regarding the probable success or profitability or value of the Target Companies, the Transferred Interests, the Company Business or any assets or Liabilities thereof.

No Other Representation. (a) Except for the representations and warranties contained in this Article III VII and the representations and warranties of Seller contained in Article IV VI (as modified by but only to the Schedules heretoextent that such representations and warranties relate to the Companies), none of the Companies, Seller, Parent nor any other Person or entity on behalf of the Companies has made or makes any representation or warranty, whether express or implied, with respect to the Companies or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to ▇▇▇▇, Purchaser or any of their respective Representatives by or on behalf of Parent or Seller. None of Parent, Seller or the Companies nor any other Person or entity on their behalf has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets provided or made available to ▇▇▇▇ or Purchaser or any of their Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Seller or its Subsidiaries, whether or not included in any management presentation. (b) Each of the Companies acknowledges and agrees that except for the representations and warranties contained in Article VIII, none of ▇▇▇▇, Purchaser or any other Person or entity on behalf of ▇▇▇▇ or Purchaser has made or makes, and the Companies have not relied upon, any representation or warranty, whether express or implied, with respect to ▇▇▇▇ or Purchaser or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to such Company or any of its Affiliates (including Seller Representatives by or on behalf of ▇▇▇▇ or Purchaser. Each of the Companies acknowledges and agrees that none of ▇▇▇▇, Purchaser or any other Person or entity on behalf of ▇▇▇▇ or Purchaser has made or makes, and the Company’s Subsidiaries)Companies have not relied upon, Representatives of the any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets provided or made available to such Company or any of its Affiliates Representatives of future revenues, future results of operations (or any other Person makes component thereof), future cash flows or shall be deemed to make any other express or implied representation or warranty with respect to Seller, the Target Companies, the Transferred Interests, the Company Business future financial condition (or any assets component thereof) of any of ▇▇▇▇ or Liabilities thereof, the Contemplated Transactions, or any other matter, and the Seller Parties hereby disclaim any other express or implied representations or warrantiesPurchaser, whether made by the Company or not included in any of its Affiliates (including Seller and the Company’s Subsidiaries), any Representatives of the Company or any of its Affiliates or any other Person. Except for the representations and warranties expressly set forth in Article III and Article IV (as modified by the Schedules hereto), the Seller Parties, on behalf of themselves and each of their respective Affiliates, hereby disclaim all Liability and responsibility for any and all representations, warranties, projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made available, communicated or furnished (orally or in writing, including electronically) to Buyer or any of its Affiliates or any Representatives of Buyer or any of its Affiliates (including any opinion, data, information, projection, forecast, estimate, appraisal, statement, promise or advice that may have been or may be provided to Buyer or any of its Affiliates or any Representatives of Buyer or any of its Affiliates by the Company or any of its Affiliates, any Representatives of the Company or any of its Affiliates or any other Person), or any errors in or omissions from any of the foregoing. Without limiting the foregoing, the Seller Parties make no express or implied representations or warranties to Buyer or any of its Affiliates or any Representatives of Buyer or any of its Affiliates regarding the probable success or profitability or value of the Target Companies, the Transferred Interests, the Company Business or any assets or Liabilities thereofmanagement presentation.

No Other Representation. Except for the representations and warranties contained in this Article III and Article IV III, neither ITAC nor any other Person or entity on behalf of ITAC has made or makes any representation or warranty, whether express or implied, with respect to ITAC, its Affiliates or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (as modified by including the Schedules hereto), none reasonableness of the Company assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any of its Affiliates (including Seller and other information provided or made available to the Company’s Subsidiaries), Representatives of the Company or any of its Affiliates or any of their Representatives by or on behalf of ITAC. Neither ITAC nor any other Person or entity on behalf of ITAC has made or makes any representation or shall be deemed to make any other warranty, whether express or implied representation or warranty implied, with respect to Sellerany projections, forecasts, estimates or budgets made available to the Company, its Affiliates or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of the Purchaser or its Affiliates, whether or not included in any management presentation. ITAC, on behalf of itself and its Affiliates, acknowledges and agrees that, except for the representations and warranties contained in Article IV, neither the Company nor any other Person or entity on behalf of the Company has made or makes, and ITAC and its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to the Company, the Target Companies, the Transferred Interests, the Company Business or any assets or Liabilities business thereof, the Contemplated Transactions, or any other matter, and the Seller Parties hereby disclaim any other express or implied representations or warranties, whether made by the Company or any of its Affiliates (including Seller and the Company’s Subsidiaries), any Representatives of the Company or any of its their Affiliates or any other Person. Except for the representations and warranties expressly set forth in Article III and Article IV (as modified by the Schedules hereto), the Seller Parties, on behalf of themselves and each of their respective Affiliatesbusinesses, hereby disclaim all Liability and responsibility for any and all representationsaffairs, warrantiesassets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, appraisalsprojections, statementsforecasts, promisesplans or prospects), advicewhether or not included in any management presentation, data or with respect to the accuracy or completeness of any information provided or made available, communicated or furnished (orally or in writing, including electronically) available to Buyer ITAC or any of its Affiliates or any Representatives of Buyer or any of its Affiliates (including any opinionofficer, datadirectors, informationemployees, projectionagents, forecastrepresentatives, estimatelender, appraisal, statement, promise or advice that may have been or may be provided to Buyer or any of its Affiliates or any Representatives of Buyer or any of its Affiliates by the Company or any of its Affiliates, any Representatives of the Company or any of its Affiliates or any other Person), Person acting on its behalf by or any errors in or omissions from any on behalf of the foregoing. Without limiting the foregoingCompany’s officers, the Seller Parties make no express directors, employees, agents, representatives, lenders or implied representations or warranties to Buyer or any of its Affiliates or any Representatives of Buyer or any of its Affiliates regarding the probable success or profitability or value of the Target Companies, the Transferred Interests, the Company Business or any assets or Liabilities thereofAffiliates.

No Other Representation. Except for the representations and warranties contained in this Article III and Article IV III, (as modified by i) neither VSAC nor any other Person or entity on behalf of VSAC has made or makes any representation or warranty, whether express or implied, with respect to VSAC, its Affiliates or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the Schedules hereto), none reasonableness of the Company assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any of its Affiliates (including Seller and other information provided or made available to the Company’s Subsidiaries), Representatives of the Company or any of its Affiliates or any of their Representatives by or on behalf of VSAC, and (ii) neither VSAC nor any other Person or entity on behalf of VSAC has made or makes any representation or shall be deemed to make any other warranty, whether express or implied representation or warranty implied, with respect to Sellerany projections, forecasts, estimates or budgets made available to the Company, its Affiliates or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of VSAC or its Affiliates, whether or not included in any management presentation. VSAC, on behalf of itself and its Affiliates, acknowledges and agrees that, except for the representations and warranties contained in Article IV, neither the Company nor any other Person or entity on behalf of the Company has made or makes, and VSAC and its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to the Company, the Target Companies, the Transferred Interests, the Company Business or any assets or Liabilities business thereof, the Contemplated Transactions, or any other matter, and the Seller Parties hereby disclaim any other express or implied representations or warranties, whether made by the Company or any of its Affiliates (including Seller and the Company’s Subsidiaries), any Representatives of the Company or any of its their Affiliates or any other Person. Except for the representations and warranties expressly set forth in Article III and Article IV (as modified by the Schedules hereto), the Seller Parties, on behalf of themselves and each of their respective Affiliatesbusinesses, hereby disclaim all Liability and responsibility for any and all representationsaffairs, warrantiesassets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, appraisalsprojections, statementsforecasts, promisesplans or prospects), advicewhether or not included in any management presentation, data or with respect to the accuracy or completeness of any information provided or made available, communicated or furnished (orally or in writing, including electronically) available to Buyer VSAC or any of its Affiliates or any Representatives of Buyer or any of its Affiliates (including any opinionofficer, datadirectors, informationemployees, projectionagents, forecastrepresentatives, estimatelenders, appraisal, statement, promise or advice that may have been or may be provided to Buyer or any of its Affiliates or any Representatives of Buyer or any of its Affiliates by the Company or any of its Affiliates, any Representatives of the Company or any of its Affiliates or any other Person), Person acting on its behalf by or any errors in or omissions from any on behalf of the foregoing. Without limiting the foregoingCompany’s officers, the Seller Parties make no express directors, employees, agents, representatives, lenders or implied representations or warranties to Buyer or any of its Affiliates or any Representatives of Buyer or any of its Affiliates regarding the probable success or profitability or value of the Target Companies, the Transferred Interests, the Company Business or any assets or Liabilities thereofAffiliates.

No Other Representation. Except for the representations and warranties contained in this Article III and Article IV III, (as modified by i) neither PHP Ventures nor any other Person or entity on behalf of PHP Ventures has made or makes any representation or warranty, whether express or implied, with respect to PHP Ventures, its Affiliates or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the Schedules hereto), none reasonableness of the Company assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any of its Affiliates (including Seller and other information provided or made available to the Company’s Subsidiaries), Representatives of the Company or any of its Affiliates or any of their Representatives by or on behalf of PHP Ventures, and (ii) neither PHP Ventures nor any other Person or entity on behalf of PHP Ventures has made or makes any representation or shall be deemed to make any other warranty, whether express or implied representation or warranty implied, with respect to Sellerany projections, forecasts, estimates or budgets made available to the Company, its Affiliates or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of PHP Ventures or its Affiliates, whether or not included in any management presentation. PHP Ventures, on behalf of itself and its Affiliates, acknowledges and agrees that, except for the representations and warranties contained in Article IV, neither the Company nor any other Person or entity on behalf of the Company has made or makes, and PHP Ventures and its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to the Company, the Target Companies, the Transferred Interests, the Company Business or any assets or Liabilities business thereof, the Contemplated Transactions, or any other matter, and the Seller Parties hereby disclaim any other express or implied representations or warranties, whether made by the Company or any of its Affiliates (including Seller and the Company’s Subsidiaries), any Representatives of the Company or any of its their Affiliates or any other Person. Except for the representations and warranties expressly set forth in Article III and Article IV (as modified by the Schedules hereto), the Seller Parties, on behalf of themselves and each of their respective Affiliatesbusinesses, hereby disclaim all Liability and responsibility for any and all representationsaffairs, warrantiesassets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, appraisalsprojections, statementsforecasts, promisesplans or prospects), advicewhether or not included in any management presentation, data or with respect to the accuracy or completeness of any information provided or made available, communicated or furnished (orally or in writing, including electronically) available to Buyer PHP Ventures or any of its Affiliates or any Representatives of Buyer or any of its Affiliates (including any opinionofficer, datadirectors, informationemployees, projectionagents, forecastrepresentatives, estimatelenders, appraisal, statement, promise or advice that may have been or may be provided to Buyer or any of its Affiliates or any Representatives of Buyer or any of its Affiliates by the Company or any of its Affiliates, any Representatives of the Company or any of its Affiliates or any other Person), Person acting on its behalf by or any errors in or omissions from any on behalf of the foregoing. Without limiting the foregoingCompany’s officers, the Seller Parties make no express directors, employees, agents, representatives, lenders or implied representations or warranties to Buyer or any of its Affiliates or any Representatives of Buyer or any of its Affiliates regarding the probable success or profitability or value of the Target Companies, the Transferred Interests, the Company Business or any assets or Liabilities thereofAffiliates.