No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent, Merger Sub or any of their respective Representatives or any information developed by Parent, Merger Sub or any of their respective Representatives or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Representatives, or the use by Parent, Merger Sub or any of their respective Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub or any of their respective Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Transactions. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the results of their own independent investigation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Abbott Laboratories), Agreement and Plan of Merger (Alere Inc.)
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent, Merger Sub or any of their respective Representatives or any information developed by Parent, Merger Sub or any of their respective Representatives or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Representatives, or the use by Parent, Merger Sub or any of their respective Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub or any of their respective Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the TransactionsMerger or any other transaction contemplated by this Agreement. Parent, on behalf of itself and on behalf of its AffiliatesSubsidiaries, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and RepresentativesSubsidiaries) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the TransactionsMerger and the other transactions contemplated by this Agreement, each of Parent, Parent and Merger Sub and their respective Affiliates and Representatives have relied on the results of their own independent investigation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unified Grocers, Inc.), Agreement and Plan of Merger (Supervalu Inc)
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has have made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub or any of their respective Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub or any of their respective Representatives or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective RepresentativesRepresentatives (in any form whatsoever and through any medium whatsoever), or the use by Parent, Merger Sub or any of their respective Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub or any of their respective Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal, in person, by phone, through video or in any other format), in anticipation or contemplation of any of the Transactions. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the results of their own independent investigation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fresenius SE & Co. KGaA), Agreement and Plan of Merger (Akorn Inc)
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIIII and in any certificate or other document delivered in connection with this Agreement, Parent and Merger Sub such Purchaser hereby acknowledge acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any information provided or made available to Parent, Merger Sub such Purchaser or any of their respective its Representatives or any information developed by Parent, Merger Sub such Purchaser or any of their respective its Representatives or (b) except in the case of fraud, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub such Purchaser resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub such Purchaser or any of their respective its Representatives, or the use by Parent, Merger Sub such Purchaser or any of their respective its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub such Purchaser or any of their respective its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the TransactionsTransactions or any other transactions or potential transactions involving the Company and such Purchaser. ParentSuch Purchaser, on behalf of itself and on behalf of its respective Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to fraud. Parent and Merger Sub Such Purchaser hereby acknowledge acknowledges (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub such Purchaser and their respective its Affiliates and Representatives have relied on the results of their own independent investigation.
Appears in 2 contracts
Samples: Registration Rights Agreement (BOSTON OMAHA Corp), Registration Rights Agreement (Pandora Media, Inc.)
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub or any of their respective Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub or any of their respective Representatives or (b) will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective RepresentativesRepresentatives (in any form whatsoever and through any medium whatsoever), or the use by Parent, Merger Sub or any of their respective Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub or any of their respective Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal, in person, by phone, through video or in any other format), in anticipation or contemplation of any of the Transactions. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fresh Market, Inc.), Agreement and Plan of Merger (Fresh Market, Inc.)
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub hereby acknowledge that neither none of the Company nor Company, any of its Subsidiaries, nor Subsidiaries or any other Person, Person (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub or any of their respective Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub or any of their respective Representatives or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective RepresentativesRepresentatives (in any form whatsoever and through any medium whatsoever), or the use by Parent, Merger Sub or any of their respective Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub or any of their respective Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal, in person, by phone, through video or in any other format), in anticipation or contemplation of any of the Transactions. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the results of their own independent investigationinvestigation and have not relied on any express or implied representations or warranties other than those expressly set forth in Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Altra Industrial Motion Corp.), Agreement and Plan of Merger (Regal Rexnord Corp)
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges acknowledge that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth made by the Company in Article IIIIII or in any certificate delivered by the Company pursuant to this Agreement and by any other Person in the Support Agreement, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has have made or is making are making, and each of Parent, Merger Sub and their Affiliates and respective Representatives have not relied on and are not relying on, any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or businesses, operations, including with respect to properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information provided or made available business and strategic plan information regarding the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their Affiliates or respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing or any oral, written, video, electronic or other information developed by Parent, Merger Sub or any of their respective Representatives Affiliates or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Representatives, or the use by Parent, Merger Sub or any of their respective Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub or any of their respective Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Transactions. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its they have conducted their own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its their determination to proceed with the Transactions, each of Parent, Merger Sub and their respective Affiliates and respective Representatives have relied on the results of their own independent investigation. Notwithstanding the foregoing, nothing in this Section 4.13 shall affect, modify or otherwise limit any Action for Fraud.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.), Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.)
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIIV, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has made or is making (and neither Parent nor Merger Sub is relying on) any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent, Merger Sub or any of their respective Representatives or any information developed by Parent, Merger Sub or any of their respective Representatives or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Representatives, or the use by Parent, Merger Sub or any of their respective Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub or any of their respective Representatives, including in due diligence materials, “"data rooms” " or management presentations 26995100v.1 (formal or informal), in anticipation or contemplation of any of the Transactionstransactions contemplated by this Agreement. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the results of their own independent investigationinvestigation and the terms and conditions of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nanosphere Inc), Agreement and Plan of Merger (Nanosphere Inc)
No Other Company Representations or Warranties. The Parent and Merger Sub each acknowledges the Transitory Subsidiary hereby represent, acknowledge and agree that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the express representations and warranties expressly set forth in Article III, Parent III (in each case as qualified and Merger Sub hereby acknowledge that neither limited by the Company nor Disclosure Schedule) are the sole and exclusive representations and warranties of the Company to the Parent, the Transitory Subsidiary or any of their respective Affiliates, stockholders or Representatives, or any other Person, in connection with the transactions contemplated by this Agreement, and that (a) none of the Company or any of its Subsidiaries, nor or any of its or their respective Affiliates, stockholders or Representatives, or any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to the accuracy or completeness of any information provided or made available to the Parent, Merger Sub the Transitory Subsidiary or any of their respective Representatives Affiliates, stockholders or Representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information developed by to the Parent, Merger Sub the Transitory Subsidiary or any of their respective Representatives Affiliates, stockholders or Representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, (b) except as explicitly provided for in Section 8.2 or 8.3, none of the Company, any of its Subsidiaries, or any of its or their respective Affiliates, stockholders or Representatives, will have or be subject to any liability or indemnification or other obligation of any kind or nature to Parent the Parent, the Transitory Subsidiary or Merger Sub any of their respective Affiliates, stockholders or Representatives, resulting from the delivery, dissemination or any other distribution to the Parent, Merger Sub the Transitory Subsidiary or any of their respective Affiliates, stockholders or Representatives, or the use by the Parent, Merger Sub the Transitory Subsidiary or any of their respective Affiliates, stockholders or Representatives, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders or Representatives, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to the Parent, Merger Sub the Transitory Subsidiary or any of their respective Affiliates, stockholders, or Representatives, including in due diligence materials, “data rooms,” or confidential information memoranda, management presentations (formal or informal), otherwise in anticipation or contemplation of the Merger or any of other transaction contemplated by this Agreement, and (c) except for the Transactions. Parent, on behalf of itself express representations and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition warranties of the Company set forth in Article III (in each case as qualified and its Subsidiaries andlimited by the Company Disclosure Schedule), in making its determination to proceed with none of the Transactions, each of Parent, Merger Sub and the Transitory Subsidiary or any of their respective Affiliates and Representatives have Affiliates, stockholders or Representatives, or any other Person, has relied on any information (including the results of their own independent investigationaccuracy or completeness thereof) in determining to enter into the transactions contemplated by this Agreement or otherwise.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Risley John Carter), Agreement and Plan of Merger (First Marblehead Corp)
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub Purchaser hereby acknowledge acknowledges that neither the Company nor any of its Subsidiaries, nor any other PersonPerson (including X.X. Xxxxxx Securities LLC and Moelis & Company LLC), (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any information provided or made available to Parent, Merger Sub Purchaser or any of their respective its Representatives or any information developed by Parent, Merger Sub Purchaser or any of their respective its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub Purchaser resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub Purchaser or any of their respective its Representatives, or the use by Parent, Merger Sub Purchaser or any of their respective its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub Purchaser or any of their respective its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the TransactionsTransactions or any other transactions or potential transactions involving the Company and Purchaser. ParentPurchaser, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud in connection with the representations and warranties expressly set forth in Article III. Parent and Merger Sub Purchaser hereby acknowledge acknowledges (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and its own in-depth analysis of the merits and risks of the Transactions in making its investment decision and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub Purchaser and their respective its Affiliates and Representatives have relied on the results of their own independent investigationinvestigation and analysis.
Appears in 2 contracts
Samples: Registration Rights Agreement (Expedia Group, Inc.), Registration Rights Agreement (Expedia Group, Inc.)
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has have made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub or any of their respective Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub or any of their respective Representatives or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective RepresentativesRepresentatives (in any form whatsoever and through any medium whatsoever), or the use by Parent, Merger Sub or any of their respective Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub or any of their respective Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal, in person, by phone, through video or in any other format), in anticipation or contemplation of any of the Transactions. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the results of their own independent investigation. SECTION 4.08. Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger Sub, Parent and Merger Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain and business and strategic plan information, regarding the Company and its Subsidiaries and their respective businesses and operations. Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business and strategic plans, with which Parent and Merger Sub are familiar, that Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Sub have not relied on such information and will have no claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto or any rights hereunder with respect thereto, except pursuant to the express terms of this Agreement, including on account of a breach of any of the representations, warranties, covenants or agreements set forth herein. 27 SECTION 4.09.
Appears in 1 contract
Samples: Agreement and Plan of Merger
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIIII or any other Stock Purchase Transaction Document, Parent and Merger Sub the Investor hereby acknowledge acknowledges that neither the Company nor any of other Person acting on its Subsidiaries, nor any other Personbehalf, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any information provided or made available to Parent, Merger Sub the Investor or any of their respective its Representatives or any information developed by Parent, Merger Sub the Investor or any of their respective its Representatives or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub the Investor resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Investor or any of their respective its Representatives, or the use by Parent, Merger Sub the Investor or any of their respective its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub the Investor or any of their respective its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the TransactionsStock Purchase Transactions or any other transactions or potential transactions involving the Company and the Investor. ParentThe Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub The Investor hereby acknowledge acknowledges (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Stock Purchase Transactions, each of Parent, Merger Sub the Investor and their respective its Affiliates and Representatives have relied on the results of their own independent investigation.
Appears in 1 contract
Samples: Investment Agreement (Express, Inc.)
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub Purchaser hereby acknowledge acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any information provided or made available to Parent, Merger Sub Purchaser or any of their respective its Representatives or any information developed by Parent, Merger Sub Purchaser or any of their respective its Representatives or (b) except in the case of Fraud, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub Purchaser resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub Purchaser or any of their respective its Representatives, or the use by Parent, Merger Sub Purchaser or any of their respective its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub Purchaser or any of their respective its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the TransactionsTransactions or any other transactions or potential transactions involving the Company and Purchaser. ParentPurchaser, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud. Parent and Merger Sub Purchaser hereby acknowledge acknowledges (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and its own in-depth analysis of the merits and risks of the Transactions in making its investment decision and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub Purchaser and their respective its Affiliates and Representatives have relied on the results of their own independent investigationinvestigation and analysis.
Appears in 1 contract
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIIII and in any certificate or other document delivered in connection with this Agreement, Parent and Merger Sub such Investor hereby acknowledge acknowledges that neither the Company Company, the Target nor any of its their respective Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company Company, the Target or any of its their respective Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any information provided or made available to Parent, Merger Sub such Investor or any of their respective its Representatives or any information developed by Parent, Merger Sub such Investor or any of their respective its Representatives or (b) except in the case of fraud, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub such Investor resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub such Investor or any of their respective its Representatives, or the use by Parent, Merger Sub such Investor or any of their respective its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub such Investor or any of their respective its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Transactions, the Acquisition, the Debt Financing or any other transactions or potential transactions involving the Company and/or the Target and such Investor. ParentSuch Investor, on behalf of itself and on behalf of its respective Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to fraud. Parent and Merger Sub Such Investor hereby acknowledge acknowledges (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company Company, the Target and its their respective Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub such Investor and their respective its Affiliates and Representatives have relied on the results of their own independent investigation.
Appears in 1 contract
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIII (as qualified by the Company Disclosure Letter and the Company SEC Documents), Parent such Purchaser hereby acknowledges it is not relying on any other representations and Merger Sub hereby acknowledge warranties and that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any information provided or made available to Parent, Merger Sub such Purchaser or any of their respective its Representatives or any information developed by Parent, Merger Sub such Purchaser or any of their respective its Representatives or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub such Purchaser resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub such Purchaser or any of their respective its Representatives, or the use by Parent, Merger Sub such Purchaser or any of their respective its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub such Purchaser or any of their respective its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the TransactionsTransactions or any other transactions or potential transactions involving the Company and such Purchaser. ParentSuch Purchaser, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to fraud. Parent and Merger Sub Such Purchaser hereby acknowledge acknowledges (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub such Purchaser and their respective its Affiliates and Representatives have relied on the results of their own independent investigation.
Appears in 1 contract
Samples: Securities Purchase Agreement (Evolent Health, Inc.)
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub the Purchaser hereby acknowledge acknowledges that neither the Company nor any of its Subsidiaries, nor any other PersonPerson (including Xxxxxx Xxxxxxx & Co. LLC and Citigroup Global Markets Inc.), (a) has made or is making any other express or implied representation or warranty with respect to the Securities, the Common Shares of the Company, the Company or any of its Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any information provided or made available to Parent, Merger Sub the Purchaser or any of their respective its Representatives or any information developed by Parent, Merger Sub the Purchaser or any of their respective its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub the Purchaser resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Purchaser or any of their respective its Representatives, or the use by Parent, Merger Sub the Purchaser or any of their respective its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub the Purchaser or any of their respective its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the TransactionsTransactions or any other transactions or potential transactions involving the Company and the Purchaser. ParentThe Purchaser, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud in connection with the representations and warranties expressly set forth in Article III. Parent and Merger Sub The Purchaser hereby acknowledge acknowledges (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and its own in-depth analysis of the merits and risks of the Transactions in making its investment decision and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub the Purchaser and their respective its Affiliates and Representatives have relied on the results of their own independent investigationinvestigation and analysis.
Appears in 1 contract
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIIII and in any certificate or other document delivered in connection with this Agreement, Parent and Merger Sub the Purchaser hereby acknowledge acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any information provided or made available to Parent, Merger Sub the Purchaser or any of their respective its Representatives or any information developed by Parent, Merger Sub the Purchaser or any of their respective its Representatives or (b) except in the case of fraud, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub the Purchaser resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Purchaser or any of their respective its Representatives, or the use by Parent, Merger Sub the Purchaser or any of their respective its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub such Purchaser or any of their respective its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the TransactionsTransactions or any other transactions or potential transactions involving the Company and such Purchaser. ParentThe Purchaser, on behalf of itself and on behalf of its respective Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to fraud. Parent and Merger Sub The Purchaser hereby acknowledge acknowledges (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub the Purchaser and their respective its Affiliates and Representatives have relied on the results of their own independent investigation.. ARTICLE V Additional Agreements Section 5.01
Appears in 1 contract
Samples: Investment Agreement
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub the Purchaser hereby acknowledge acknowledges that neither the Company nor any of its Subsidiaries, nor any other PersonPerson (including Xxxxxx Xxxxxxx & Co. LLC and Citigroup Global Markets Inc.), (a) has made or is making any other express or implied representation or warranty with respect to the Series B Preferred Shares, the Common Shares of the Company, the Company or any of its Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any information provided or made available to Parent, Merger Sub the Purchaser or any of their respective its Representatives or any information developed by Parent, Merger Sub the Purchaser or any of their respective its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub the Purchaser resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Purchaser or any of their respective its Representatives, or the use by Parent, Merger Sub the Purchaser or any of their respective its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material materials developed by or provided or made available to Parent, Merger Sub the Purchaser or any of their respective its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the TransactionsTransactions or any other transactions or potential transactions involving the Company and the Purchaser. ParentThe Purchaser, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud in connection with the representations and warranties expressly set forth in Article III. Parent and Merger Sub The Purchaser hereby acknowledge acknowledges (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and its own in-depth analysis of the merits and risks of the Transactions in making its investment decision and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub the Purchaser and their respective its Affiliates and Representatives have relied on the results of their own independent investigationinvestigation and analysis.
Appears in 1 contract
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub the Investor hereby acknowledge acknowledges that neither the Company nor any of its SubsidiariesSubsidiaries or Affiliates, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any information provided or made available to Parent, Merger Sub the Investor or any of their respective its Representatives or any information developed by Parent, Merger Sub the Investor or any of their respective its Representatives or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub the Investor resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Investor or any of their respective its Representatives, or the use by Parent, Merger Sub the Investor or any of their respective its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub the Investor or any of their respective its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the TransactionsTransactions or any other transactions or potential transactions involving the Company and the Investor (including the transactions contemplated by the Transaction Documents). ParentThe Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud. Parent and Merger Sub The Investor hereby acknowledge acknowledges (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the TransactionsTransactions and the transactions contemplated by the Transaction Documents, each of Parent, Merger Sub the Investor and their respective its Affiliates and Representatives have relied on the results of their own independent investigation.
Appears in 1 contract
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIIII and in any certificate or other document delivered in connection with this Agreement, Parent and Merger Sub the Purchaser hereby acknowledge acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any information provided or made available to Parent, Merger Sub the Purchaser or any of their respective its Representatives or any information developed by Parent, Merger Sub the Purchaser or any of their respective its Representatives or (b) except in the case of fraud, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub the Purchaser resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Purchaser or any of their respective its Representatives, or the use by Parent, Merger Sub the Purchaser or any of their respective its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub such Purchaser or any of their respective its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the TransactionsTransactions or any other transactions or potential transactions involving the Company and such Purchaser. ParentThe Purchaser, on behalf of itself and on behalf of its respective Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to fraud. Parent and Merger Sub The Purchaser hereby acknowledge acknowledges (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub the Purchaser and their respective its Affiliates and Representatives have relied on the results of their own independent investigation.
Appears in 1 contract
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub each of the Yahoo Parties hereby acknowledge acknowledges that neither the Company nor any of its SubsidiariesSubsidiaries or Affiliates, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any information provided or made available to Parent, Merger Sub such Yahoo Party or any of their respective its Representatives or any information developed by Parent, Merger Sub such Yahoo Party or any of their respective its Representatives or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub such Yahoo Party resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub such Yahoo Party or any of their respective its Representatives, or the use by Parent, Merger Sub such Yahoo Party or any of their respective its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub such Yahoo Party or any of their respective its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Transactions, the transactions contemplated by the Commercial Agreement or any other transactions or potential transactions involving the Company and such Yahoo Party (including the transactions contemplated by the Transaction Documents). ParentEach of the Yahoo Parties, on behalf of itself and on behalf of its respective Affiliates, expressly waives waive any such claim relating to the foregoing matters, except with respect to Fraud. Parent and Merger Sub Each of the Yahoo Parties hereby acknowledge acknowledges (each for itself and on behalf of its Affiliates and Representatives) that it has they have conducted, to its their satisfaction, its their own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its their determination to proceed with the TransactionsTransactions and the transactions contemplated by the Transaction Documents, each of Parent, Merger Sub such Yahoo Party and their respective its Affiliates and Representatives have relied on the results of their own independent investigation.
Appears in 1 contract
Samples: Omnibus Agreement (Taboola.com Ltd.)
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIIV, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has made or is making (and neither Parent nor Merger Sub is relying on) any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent, Merger Sub or any of their respective Representatives or any information developed by Parent, Merger Sub or any of their respective Representatives or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Representatives, or the use by Parent, Merger Sub or any of their respective Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub or any of their respective Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Transactionstransactions contemplated by this Agreement. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the results of their own independent investigationinvestigation and the terms and conditions of this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIIII (as the same may be modified by the Company Disclosure Letter and the Filed SEC Documents), Parent the Investor hereby acknowledges it is not relying on any other representations and Merger Sub hereby acknowledge warranties and that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any information provided or made available to Parent, Merger Sub the Investor or any of their respective its Representatives or any information developed by Parent, Merger Sub the Investor or any of their respective its Representatives or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub the Investor resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Investor or any of their respective its Representatives, or the use by Parent, Merger Sub the Investor or any of their respective its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub the Investor or any of their respective its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the TransactionsTransactions or any other transactions or potential transactions involving the Company and the Investor. ParentThe Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud. Parent and Merger Sub The Investor hereby acknowledge acknowledges (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub the Investor and their respective its Affiliates and Representatives have relied on the results of their own independent investigation.
Appears in 1 contract
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub the Investor hereby acknowledge acknowledges that neither the Company nor any of its SubsidiariesSubsidiaries or Affiliates, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any information provided or made available to Parent, Merger Sub the Investor or any of their respective its Representatives or any information developed by Parent, Merger Sub the Investor or any of their respective its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III will have or be subject to any liability or indemnification obligation to Parent or Merger Sub the Investor resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Investor or any of their respective its Representatives, or the use by Parent, Merger Sub the Investor or any of their respective its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub the Investor or any of their respective its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the TransactionsTransactions or any other transactions or potential transactions involving the Company and the Investor (including the transactions contemplated by the Transaction Documents). ParentThe Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud. Parent and Merger Sub The Investor hereby acknowledge acknowledges (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the TransactionsTransactions and the transactions contemplated by the Transaction Documents, each of Parent, Merger Sub the Investor and their respective its Affiliates and Representatives have relied on the results of their own independent investigation.
Appears in 1 contract
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent, Merger Sub or any of their respective Representatives or any information developed by Parent, Merger Sub or any of their respective Representatives or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Representatives, or the use by Parent, Merger Sub or any of their respective Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub or any of their respective Representatives, including in due diligence materials, “data data-rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Transactions. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the results of their own independent investigationsuch investigation and the representations and warranties expressly set forth in Article III.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Momentive Performance Materials Inc.)
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent, Merger Sub or any of their respective Representatives or any information developed by Parent, Merger Sub or any of their respective Representatives or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Representatives, or the use by Parent, Merger Sub or any of their respective Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking forward‑looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub or any of their respective Representatives, including in due diligence materials, “data roomsdata‑rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Transactions. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the results of their own independent investigationsuch investigation and the representations and warranties expressly set forth in Article III.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Momentive Performance Materials Inc.)
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article ARTICLE III, Parent and Merger Sub the Purchaser hereby acknowledge acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any information provided or made available to Parent, Merger Sub the Purchaser or any of their respective its Representatives or any information developed by Parent, Merger Sub the Purchaser or any of their respective its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in ARTICLE III, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub the Purchaser resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Purchaser or any of their respective its Representatives, or the use by Parent, Merger Sub the Purchaser or any of their respective its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub the Purchaser or any of their respective its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the TransactionsTransactions or any other transactions or potential transactions involving the Company and the Purchaser. ParentThe Purchaser, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud in connection with the representations and warranties expressly set forth in ARTICLE III. Parent and Merger Sub The Purchaser hereby acknowledge acknowledges (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and its own in-depth analysis of the merits and risks of the Transactions in making its investment decision and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub the Purchaser and their respective its Affiliates and Representatives have relied on the results of their own independent investigationinvestigation and analysis.
Appears in 1 contract
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent, Merger Sub or any of their respective Representatives or any information developed by Parent, Merger Sub or any of their respective Representatives or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Representatives, or the use by Parent, Merger Sub or any of their respective Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub or any of their respective Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Transactions. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the results of their own independent investigation. 29 SECTION 4.08. Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger Sub, Parent and Merger Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain and business and strategic plan information, regarding the Company and its Subsidiaries and their respective businesses and operations. Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business and strategic plans, with which Parent and Merger Sub are familiar, that Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Sub have not relied on such information and will have no claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto or any rights hereunder with respect thereto, except pursuant to the express terms of this Agreement, including on account of a breach of any of the representations, warranties, covenants or agreements expressly set forth herein. SECTION 4.09.
Appears in 1 contract
Samples: Agreement and Plan of Merger
No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIIII and in any certificate or other document delivered in connection with this Agreement, Parent and Merger Sub such Investor hereby acknowledge acknowledges that neither the Company Company, the Target nor any of its their respective Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company Company, the Target or any of its their respective Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any information provided or made available to Parent, Merger Sub such Investor or any of their respective its Representatives or any information developed by Parent, Merger Sub such Investor or any of their respective its Representatives or (b) except in the case of fraud, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub such Investor resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub such Investor or any of their respective its Representatives, or the use by Parent, Merger Sub such Investor or any of their respective its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub such Investor or any of their respective its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Transactions, the Acquisition, the Refinancing, the Debt Financing or any other transactions or potential transactions involving the Company and/or the Target and such Investor. ParentSuch Investor, on behalf of itself and on behalf of its respective Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to fraud. Parent and Merger Sub Such Investor hereby acknowledge acknowledges (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company Company, the Target and its their respective Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub such Investor and their respective its Affiliates and Representatives have relied on the results of their own independent investigation.
Appears in 1 contract
Samples: Registration Rights Agreement (CommScope Holding Company, Inc.)
