Common use of Sole Representations and Warranties Clause in Contracts

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. EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV AND IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT3, THE TRANSFERRED ASSETS CORPORATIONS 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 PURCHASED SHARES OR THE LIABILITIES, OPERATIONS, TITLE, CONDITION, VALUE OR QUALITY OF THE TRANSFERRED ASSETS BUSINESS OR PROPERTIES OF THE CORPORATIONS OR THE LIABILITIES, OPERATIONS, PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF OWNERSHIP OF THE TRANSFERRED ASSETS CORPORATIONS, THE PROPERTIES OF THE CORPORATIONS AND THE BUSINESSBUSINESS OF THE CORPORATIONS. EXCEPT AS SET FORTH OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE IV OR IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, THE SELLERS FURTHER SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ABSENCE OF ENVIRONMENTALLY HAZARDOUS SUBSTANCES OR ENVIRONMENTAL LIABILITY OR POTENTIAL ENVIRONMENTAL LIABILITY. NO MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATIONS MADE BY THE CORPORATIONS, 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 THE PURCHASER, WILL CAUSE OR CREATE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE PURCHASED SHARES OR THE LIABILITIES, OPERATIONS, TITLE, CONDITION, VALUE OR QUALITY OF THE TRANSFERRED ASSETS PROPERTIES OR THE LIABILITIES, OPERATIONS, PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF OWNERSHIP OF THE TRANSFERRED ASSETS OR CORPORATIONS, THE PROPERTIES OF THE CORPORATIONS AND THE BUSINESS OF THE CORPORATIONS THAT IS NOT EXPRESSLY SET FORTH HEREIN. THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 3 CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND ALL OTHER STATEMENTS, REPRESENTATIONS AND/OR WARRANTIES ARE EXPRESSLY DISCLAIMED.