Sole Representations and Warranties Sample Clauses
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Sole Representations and Warranties. The Parties make no representations or warranties of any kind or nature, express or implied, at law or in equity, except as expressly set forth in this Agreement or in any certificate executed and delivered pursuant to this Agreement. Each Party hereby expressly negates and disclaims, and will not be liable for, any and all representations or warranties which may have been made or alleged to have been made in any other document or instrument or in any statement or information made or communicated to any other Party in any manner that is not expressly set forth in this Agreement or any a certificate executed and delivered pursuant to this Agreement.
Sole Representations and Warranties. Except for the representations and warranties contained in this Section 5, the Purchaser makes no representation or warranty to the Company, express or implied, in connection with the transactions contemplated by this Agreement.
Sole Representations and Warranties. The representations and warranties set forth in this Article 2 are the only representations and warranties made by the Purchaser in connection with the transactions contemplated hereby and supersede any and all previous written or oral statements by the Purchaser or any of its agents.
Sole Representations and Warranties. The representations and warranties set forth in this Article 3 and in any certificates and other documents delivered or to be delivered by the Seller pursuant hereto are the only representations and warranties made or to be made by the Seller in connection with the transactions contemplated hereby and supersede any and all previous written or oral statements by the Seller or any of its agents.
Sole Representations and Warranties. The representations and warranties contained in this Section 4.2 and in the Schedules and Exhibits attached hereto and in any closing certificate delivered in connection herewith, are the only representations and warranties made by Buyer in connection with the transactions contemplated by this agreement.
Sole Representations and Warranties. Except for the representations and warranties contained in this Section 3, the Company makes no representation or warranty to the Purchaser, express or implied, in connection with the transactions contemplated by this Agreement.
Sole Representations and Warranties. (a) Except for the representations and warranties contained in this Article III, none of the Company, or its Affiliates or their respective officers, directors, employees, agents, advisors or representatives, or any other Person makes any express or implied, whether oral or written, representation or warranty on behalf of the Company, and the Company hereby disclaims any such representation or warranty whether by the Company, or its Affiliates, or their respective officers, directors, employees, agents, advisors or representatives or by any other Person.
(b) In particular, without limiting the foregoing disclaimer, none of the following shall be deemed to constitute a representation or warranty of any Person referred to in paragraph (a) of this Section 3.12: (i) any information set forth in any documents distributed to any Person in connection with the proposed sale of the Company; (ii) any financial projection or forecast relating to the Company; or (iii) any oral or written information presented to Parent, Merger Sub, their Affiliates or advisors during any management presentation, including any question and answer session thereto or due diligence process. With respect to any projection or forecast delivered by or on behalf of the Company to Parent, Merger Sub, their Affiliates or advisors, Parent and Merger Sub acknowledge that (A) there are uncertainties inherent in attempting to make such projections and forecasts, (B) each is familiar with such uncertainties, (C) each is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so furnished to it and (D) each shall have no claim against any Person with respect thereto other than a claim for fraud.
Sole Representations and Warranties. EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV AND IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, THE TRANSFERRED ASSETS ARE SOLD “AS IS, WHERE IS” AND THE SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE TITLE, CONDITION, VALUE OR QUALITY OF THE TRANSFERRED ASSETS OR THE LIABILITIES, OPERATIONS, PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF OWNERSHIP OF THE TRANSFERRED ASSETS AND THE BUSINESS. EXCEPT AS SET FORTH IN THIS ARTICLE IV OR IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, NO MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATIONS MADE BY THE SELLERS OR ANY BROKER OR INVESTMENT BANKER, INCLUDING INFORMATION PROVIDED DURING DUE DILIGENCE AND ANY ORAL, WRITTEN OR ELECTRONIC RESPONSE TO ANY INFORMATION REQUEST PROVIDED TO PURCHASER, WILL CAUSE OR CREATE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, CONDITION, VALUE OR QUALITY OF THE TRANSFERRED ASSETS OR THE LIABILITIES, OPERATIONS, PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF OWNERSHIP OF THE TRANSFERRED ASSETS OR THE BUSINESS THAT IS NOT EXPRESSLY SET FORTH HEREIN.
Sole Representations and Warranties. The Sellers shall not be deemed to have made to Buyers any representation or warranty regarding the Sellers or with respect to the Contemplated Transactions other than as expressly made in this Agreement, the Schedules hereto and/or in any certificate delivered hereunder by or on behalf of such Seller.
Sole Representations and Warranties. Except for the representations and warranties set forth in this Section 4.2 or in any instrument required to be delivered by Holding hereunder, Holding makes no other representations and warranties herein in connection with the Recapitalization.