Common use of No Additional Representations or Warranties Clause in Contracts

No Additional Representations or Warranties. Except as provided in this Article 6, Article 4 or as set forth in any Ancillary Agreement, none of HoldCo, Merger Sub 2 or any of their respective Affiliates, nor any of their respective directors, managers, officers, employees, direct or indirect equityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to SPAC, Merger Sub 1, the Sponsor or any of their respective Affiliates, and no such Person shall be liable in respect of the accuracy or completeness of any information provided to SPAC, Merger Sub 1, the Sponsor or any of their respective Affiliates. Without limiting the foregoing, SPAC acknowledges that SPAC, Merger Sub 1, the Sponsor and their advisors, have made their own investigation of HoldCo and Merger Sub 2 and, except as provided in this Article 6, Article 4 or as set forth in any Ancillary Agreement, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of HoldCo or Merger Sub 2, the prospects (financial or otherwise) or the viability or likelihood of success of the business of HoldCo or any of its Subsidiaries as conducted after the Closing, as contained in any materials provided by HoldCo or any of its Affiliates or any of its directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 2 contracts

Samples: Business Combination Agreement and Plan of Merger (Eleusis Inc.), Business Combination Agreement and Plan of Merger (Silver Spike Acquisition Corp II)

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No Additional Representations or Warranties. Except as provided in this Article 67, Article 4 5 or as set forth in any Ancillary Agreement, none of HoldCo, neither Merger Sub 2 or 1 nor any of their respective its Affiliates, nor any of their respective directors, managers, officers, employees, direct or indirect equityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to SPACthe Company, Merger Sub 12, the Sponsor HoldCo or any of their respective Affiliates, and no such Person shall be liable in respect of the accuracy or completeness of any information provided to SPACthe Company, Merger Sub 12, the Sponsor HoldCo or any of their respective Affiliates. Without limiting the foregoing, SPAC the Company acknowledges that SPACthe Company, Merger Sub 1, the Sponsor 2 and HoldCo and their advisors, have made their own investigation of HoldCo and Merger Sub 2 1 and, except as provided in this Article 67, Article 4 5 or as set forth in any Ancillary Agreement, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of HoldCo or Merger Sub 21, the prospects (financial or otherwise) or the viability or likelihood of success of the business of HoldCo or any of its Subsidiaries Merger Sub 1 as conducted after the Closing, as contained in any materials provided by HoldCo Merger Sub 1 or any of its Affiliates or any of its directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 2 contracts

Samples: Business Combination Agreement and Plan of Merger (Silver Spike Acquisition Corp II), Business Combination Agreement and Plan of Merger (Eleusis Inc.)

No Additional Representations or Warranties. Except as provided in this Article 64, Article 4 6 or as set forth in any Ancillary Agreement, none of HoldCo, Merger Sub 2 or neither the Company nor any of their respective its Affiliates, nor any of their respective directors, managers, officers, employees, direct or indirect equityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to SPAC, Merger Sub 1, the Sponsor or any of their respective Affiliates, and no such Person shall be liable in respect of the accuracy or completeness of any information provided to SPAC, Merger Sub 1, the Sponsor or any of their respective Affiliates. Without limiting the foregoing, SPAC acknowledges that SPAC, Merger Sub 1, the Sponsor and their advisors, have made their own investigation of HoldCo the Company and Merger Sub 2 its Subsidiaries and, except as provided in this Article 64, Article 4 6 or as set forth in any Ancillary Agreement, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of HoldCo the Company or Merger Sub 2any of its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of HoldCo or any of its Subsidiaries the Company as conducted after the Closing, as contained in any materials provided by HoldCo the Company or any of its Affiliates or any of its directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 2 contracts

Samples: Business Combination Agreement and Plan of Merger (Eleusis Inc.), Business Combination Agreement and Plan of Merger (Silver Spike Acquisition Corp II)

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No Additional Representations or Warranties. Except as provided in this Article 6IV or in the case of fraud, Article 4 or as set forth in any Ancillary Agreement, none of HoldConeither Acquiror, Merger Sub 2 or Sub, nor any of their respective Affiliates, nor any of their respective directors, managers, officers, employees, direct or indirect equityholders, partners, members or representatives Representatives has made, or is making, any representation or warranty whatsoever to SPACthe Company, Merger Sub 1its Subsidiaries or holders of Company Stock and except as provided in Article IV or in the case of fraud, the Sponsor or any of their respective Affiliates, and no such Person party shall be liable in respect of the accuracy or completeness of any information provided to SPACthe Company, Merger Sub 1, the Sponsor its Subsidiaries or any holders of Company Stock or their respective Affiliates. Without limiting the foregoing, SPAC the Company acknowledges that SPACthe Company, Merger Sub 1, the Sponsor and their together with its advisors, have has made their its own investigation of HoldCo Acquiror and Merger Sub 2 and, except as provided in this Article 6IV or in the case of fraud, Article 4 or as set forth in any Ancillary Agreement, are is not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of HoldCo Acquiror or Merger Sub 2Sub, the prospects (financial or otherwise) or the viability or likelihood of success of the business of HoldCo Acquiror or any of its Subsidiaries Merger Sub as conducted after the Closing, as contained in any materials provided by HoldCo Acquiror or Merger Sub or any of its their respective Affiliates or any of its directors, officers, employees, shareholderstheir respective stockholders, partners, members or representatives Representatives or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CF Acquisition Corp. VIII)

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