Common use of Sole Representations and Warranties Clause in Contracts

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. (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, any advisor to any person referred to in this paragraph (a) or any other Person person makes any express or implied, whether oral or written, implied representation or warranty on behalf of the Company, and the Company hereby disclaims any such representation or warranty whether by the Company, or any of its respective Affiliates, or their respective officers, directors, employees, agents, advisors agents or representatives of any person referred to in this subparagraph (a) or by any other Personperson. (b) In particular, without limiting the foregoing disclaimer, none of the following shall be deemed to constitute a representation or warranty of any Person person referred to in paragraph (a) of this Section 3.123.22: (i) any information set forth in any documents distributed to any Person third party in connection with the proposed sale of the Company, except for the information set forth in this Agreement, as qualified by the Company Disclosure Schedule; (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 processthereto. 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 is not relying on any such projections or forecasts; and (D) each it shall have no claim against any Person person with respect thereto other than a claim for fraudthereto.