Common use of Access to Information; Disclaimer Clause in Contracts

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Bankrate, Inc.), Agreement and Plan of Merger (Bankrate Inc), Agreement and Plan of Merger (Bankrate Inc)

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Access to Information; Disclaimer. Each of Parent and Merger Sub each Subsidiary acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by on behalf of the Company for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV 4 of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Conmed Healthcare Management, Inc.), Agreement and Plan of Merger (Alloy Inc)

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV III of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ruthigen, Inc.), Agreement and Plan of Merger (PLC Systems Inc)

Access to Information; Disclaimer. Parent Each of the Buyer and Merger Sub each the Transitory Subsidiary acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV III of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Biosphere Medical Inc), Agreement and Plan of Merger (Merit Medical Systems Inc)

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company through IntraLinks, Inc. for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company Company, and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV III of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harman International Industries Inc /De/)

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company through Xxxxxxx Corporation for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV III of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dollar General Corp)

Access to Information; Disclaimer. Each of the Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV of this Agreement III and that all other representations and warranties are specifically disclaimed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ista Pharmaceuticals Inc)

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company through Xxxxxxx Corp. for 27 purposes of the transactions contemplated by this AgreementTransactions, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company Company, and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated herebyTransactions, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV III of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 1 contract

Samples: Agreement and Plan of Merger

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Access to Information; Disclaimer. Parent and Merger Sub the Purchaser each acknowledges acknowledge and agrees agree that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV III of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PharmaNet Development Group Inc)

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company through Xxxxxxx Corp. for purposes of the transactions contemplated by this AgreementTransactions, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company Company, and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated herebyTransactions, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV III of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avaya Inc)

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges acknowledge and agrees agree that it (ai) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (bii) has had reasonable access to (iA) the books and records of the Company and its Subsidiaries and (iiB) the IntraLinks electronic dataroom (under the project name “Project Apollo 11”) established and maintained by the Company for purposes of the transactions 34 contemplated by this AgreementAgreement (the “Data Room”), (ciii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (div) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV III of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kendle International Inc)

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its the Company Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its the Company Subsidiaries and (ii) the electronic dataroom maintained by the Company for purposes of the transactions contemplated by this AgreementTransactions, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its the Company Subsidiaries, their respective businesses and the transactions contemplated herebyTransactions, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its the Company Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV 3 of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sepracor Inc /De/)

Access to Information; Disclaimer. Parent and Merger Sub Purchaser each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom data room maintained by the Company through Xxxxxxx Corporation for purposes of the transactions contemplated by this Agreementhereby, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company Company, and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Techteam Global Inc)

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