Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions; (c) the representations and warranties in Article V constitute the sole and exclusive representations and warranties of Acquiror; (d) except for the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquiror, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (e) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 10 contracts
Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective and, in the case of the Company, its Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties in respect of the Company in connection with the Transactionsand its Subsidiaries; (ciii) the representations and warranties in Article V constitute the sole and exclusive representations and warranties in respect of AcquirorSPAC; (div) except for the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe SPAC, none of the Parties or any other Person (including any of the Non-Recourse Parties) makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each neither Party and nor any of its respective Affiliates are not is relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe SPAC. The foregoing does not limit any rights of any Party (or any other Person party to any other Transaction Agreements) pursuant to any other Transaction Agreement against any other Party (or any other Person party to any other Transaction Agreements) pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Silver Crest Acquisition Corp), Agreement and Plan of Merger (Thoma Bravo Advantage), Agreement and Plan of Merger (ironSource LTD)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (c) the representations Parent and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorParent, First Merger Sub and Second Merger Sub; (d) except for the representations and warranties in Article IV Company Representations made by the Company and the representations Parent and warranties in Article V Merger Sub Representations made by AcquirorParent, First Merger Sub and Second Merger Sub, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement, and all other representations and warranties of any kind or nature expressed express or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactionstransactions contemplated hereby, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or any of its Subsidiaries); and (e) each Party and its none of the parties hereto or any of their respective Affiliates are not relying on any representations and or warranties in connection with the Transactions transactions contemplated hereby, except that the representations and warranties in Article IV parties may rely on the Company Representations made by the Company Company, the Parent and Merger Sub Representations made by Parent, First Merger Sub and Second Merger Sub and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Person in the case of Fraud or willful misconduct committed by such PartyA&R Registration Rights Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gores Holdings VI, Inc.), Agreement and Plan of Merger (Gores Holdings VIII Inc.), Agreement and Plan of Merger (Merida Merger Corp. I)
Acknowledgements. (a) Each of the Parties party hereto acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties hereto (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties hereto (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations and warranties in Article V Acquiror Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and Merger Sub in connection with the transactions contemplated hereby; (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations Acquiror Representations by Acquiror and warranties in Article V by AcquirorMerger Sub, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partysuch party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries ) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (ev) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company and the representations Acquiror Representations by Acquiror and warranties in Article V by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such PartyMerger Sub.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (RMG Acquisition Corp.), Agreement and Plan of Merger (Property Solutions Acquisition Corp.), Subscription Agreement (LGL Systems Acquisition Corp.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties of the Company, TopCo and Merger Sub in Article IV Clause 4 and Clause 5 constitute the sole and exclusive representations and warranties of the Company Company, TopCo and Merger Sub in connection with the Transactionstransactions contemplated hereby; (ciii) the representations and warranties of Pegasus in Article V Clause 6 constitute the sole and exclusive representations and warranties of AcquirorPegasus; (div) except for the representations and warranties of the Company, TopCo and Merger Sub in Article IV by the Company Clause 4 and Clause 5 and the representations and warranties of Pegasus in Article V by AcquirorClause 6, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s 's Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “"data rooms,” " management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s 's Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s 's or its Subsidiaries’ ' assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties of the Company, TopCo and Merger Sub in Article IV by the Company Clause 4 and Clause 5 and the representations and warranties of Pegasus in Article V by AcquirorClause 6. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement Document against any other Party pursuant to such Transaction Agreement Document to which it is a party or of which it is an express third-party beneficiary thereofbeneficiary. Except as otherwise expressly set forth in this Agreement, Pxxxxxx understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished "as is," "where is" and subject to and except for the representations and warranties of the Company, TopCo and Merger Sub in Clause 4 and Clause 5 or as provided in any certificate delivered in accordance with Clause 2.3 with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 Clause 12.17(a) shall relieve any Party of liability in the case of Fraud or willful misconduct intentional fraud committed by such Party.
Appears in 2 contracts
Samples: Business Combination Agreement (Pegasus Digital Mobility Acquisition Corp.), Business Combination Agreement (Pegasus Digital Mobility Acquisition Corp.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions; (ciii) the representations and warranties in Article V Buyer Party Representations constitute the sole and exclusive representations and warranties of AcquirorBuyer and Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V Buyer Party Representations by Acquirorthe Buyer Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V Buyer Party Representations by Acquirorthe Buyer Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such other Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Except as otherwise expressly set forth in this Agreement, Xxxxx understands and agrees that any assets, properties and business of the Acquired Companies are furnished “as is”, “where is” and subject to and, except for the Company Representations by the Company or as provided in any certificate delivered in accordance with Section 10.02(d), with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 12.16(a) shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unique Logistics International, Inc.), Agreement and Plan of Merger (Edify Acquisition Corp.)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations Acquiror and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by the representations Acquiror and warranties in Article V by AcquirorMerger Sub, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (ev) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by Acquiror and Merger Sub and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Person in the case of Fraud or willful misconduct committed by such PartySubscription Agreements, the Sponsor Agreement, the Support Agreement, the Stockholders Agreement and the Registration Rights Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mosaic Acquisition Corp.), Agreement and Plan of Merger (APX Group Holdings, Inc.)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and and, to its knowledge, has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations Company Representations are solely made by the Company and warranties in Article IV constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions; (ciii) the representations Acquiror Party Representations are solely made by the Acquiror Parties and warranties in Article V constitute the sole and exclusive representations and warranties of Acquirorthe Acquiror Parties in connection with the Transactions; and (div) except for the representations and warranties in Article IV Company Representations by the Company and the Acquiror Party Representations by the Acquiror Parties and any representations and or warranties made by a Party in Article V by Acquirorany other Transaction Agreement, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (e) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Except as otherwise expressly set forth in this Agreement, each Party understands and agrees that any assets, properties and business of each other Party and its Subsidiaries are furnished “as is”, “where is” and subject to and except for the Company Representations by the Company or the Acquiror Party Representations by the Acquiror Parties (as applicable), or as provided in any certificate delivered in accordance with Section 10.02(c) or Section 10.03(c) (as applicable), with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 12.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Supernova Partners Acquisition Co II, Ltd.), Agreement and Plan of Merger (Supernova Partners Acquisition Co II, Ltd.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions; (ciii) the representations and warranties in Article V Acquiror Party Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V Acquiror Party Representations by Acquirorthe Acquiror Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any statement relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company and the representations Acquiror Party Representations by the Acquiror Parties. Except as otherwise expressly set forth in this Agreement, Acquiror understands and warranties agrees that any assets, properties and business of the Company are furnished “as is”, “where is” and subject to and except for the Company Representations by the Company or as provided in Article V by Acquiror. The foregoing does not limit any rights certificate delivered in accordance with Section 10.02(e), with all faults and without any other representation or warranty of any Party pursuant nature whatsoever. Notwithstanding anything herein to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing the contrary, nothing in this Section 11.16 12.16 shall relieve any Party of liability in the case of Fraud or willful misconduct fraud committed by such Party.
Appears in 2 contracts
Samples: Joinder Agreement (LMF Acquisition Opportunities Inc), Joinder Agreement (LMF Acquisition Opportunities Inc)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties of the Company Parties in connection with the Transactions; (c) the representations and warranties in Article V constitute the sole and exclusive representations and warranties of Acquirorthe Acquiror Parties; (d) except for the representations and warranties in Article IV by the Company Parties and the representations and warranties in Article V by Acquirorthe Acquiror Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (e) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company Parties and the representations and warranties in Article V by Acquirorthe Acquiror Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forest Road Acquisition Corp.), Letter Agreement Regarding Due Diligence (Astrea Acquisition Corp.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV PGHL Representations constitute the sole and exclusive representations and warranties of the Company in connection with the TransactionsPGHL Parties; (ciii) the representations and warranties in Article V FTAC Representations constitute the sole and exclusive representations and warranties of AcquirorFTAC; (div) except for the representations and warranties in Article IV PGHL Representations by the Company PGHL Parties and the representations and warranties in Article V FTAC Representations by AcquirorFTAC, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV PGHL Representations by the Company PGHL Parties and the representations and warranties in Article V FTAC Representations by AcquirorFTAC. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing Except as otherwise expressly set forth in this Agreement, FTAC understands and agrees that any assets, properties and business of PGHL and its Subsidiaries are furnished “as is”, “where is” and subject to and except for the PGHL Representations by the PGHL Parties or as provided in any certificate delivered in accordance with Section 11.16 shall relieve 10.02(c), with all faults and without any Party other representation or warranty of liability in the case of Fraud or willful misconduct committed by such Partyany nature whatsoever.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Foley Trasimene Acquisition II)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations Company, Pubco and warranties in Article IV Merger Sub Representations constitute the sole and exclusive representations and warranties of the Company Company, Pubco and Merger Sub in connection with the Transactionstransactions contemplated hereby; (ciii) the representations and warranties in Article V SPAC Representations constitute the sole and exclusive representations and warranties of AcquirorSPAC; (div) except for the representations Company, Pubco and warranties in Article IV Merger Sub Representations by the Company Company, Pubco and Merger Sub, and the representations and warranties in Article V SPAC Representations by AcquirorSPAC, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (ev) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations Company, Pubco and warranties in Article IV Merger Sub Representations by the Company Company, Pubco and Merger Sub, the SPAC Representations by SPAC and the other representations and warranties expressly made by a Person in Article V by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such PartyAncillary Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FAST Acquisition Corp. II), Tax Receivable Agreement (FAST Acquisition Corp. II)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations Acquiror and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and the Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations Acquiror and warranties in Article V Merger Sub Representations by AcquirorAcquiror and the Merger Sub, respectively, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (ev) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by Acquiror and Merger Sub and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Person in the case of Fraud or willful misconduct committed by such PartySupport Agreements and the Registration Rights Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. III), Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. II)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (c) the representations Acquiror and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and Merger Sub; (d) except for the representations and warranties in Article IV Company Representations by the Company and the representations Acquiror and warranties in Article V Merger Sub Representations by Acquiroreach of Acquiror and Merger Sub, respectively, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (e) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by each of Acquiror and Merger Sub and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Person in the case of Fraud or willful misconduct committed by such PartyAncillary Agreements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Spring Valley Acquisition Corp.), Agreement and Plan of Merger (Spring Valley Acquisition Corp.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the Tempo Representations constitute the sole and exclusive representations and warranties in Article IV of Tempo; (iii) the FTAC Representations constitute the sole and exclusive representations and warranties of FTAC; (iv) the Tempo Blocker Representations constitute the sole and exclusive representations and warranties of the Company in connection with the TransactionsTempo Blockers; (c) the representations and warranties in Article V constitute the sole and exclusive representations and warranties of Acquiror; (dv) except for the representations and warranties in Article IV Tempo Representations by Tempo, the FTAC Representations by the Company FTAC Parties and the representations and warranties in Article V Tempo Blocker Representations by Acquirorthe Tempo Blockers, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (evi) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Tempo Representations by Tempo, the FTAC Representations by the Company FTAC Parties and the representations and warranties in Article V Tempo Blocker Representations by Acquirorthe Tempo Blockers. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing Except as otherwise expressly set forth in this Agreement, FTAC understands and agrees that any assets, properties and business of Tempo and its Subsidiaries are furnished “as is”, “where is” and subject to and except for the Tempo Representations by Tempo or as provided in any certificate delivered in accordance with Section 11.16 shall relieve 11.02(c), with all faults and without any Party other representation or warranty of liability in the case of Fraud or willful misconduct committed by such Partyany nature whatsoever.
Appears in 2 contracts
Samples: Business Combination Agreement (Foley Trasimene Acquisition Corp.), Business Combination Agreement (Foley Trasimene Acquisition Corp.)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions; (c) the representations and warranties in Article V constitute the sole and exclusive representations and warranties of Acquirorthe SPAC Parties; (d) except for the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe SPAC Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (e) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe SPAC Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aries I Acquisition Corp.), Agreement and Plan of Merger (Dune Acquisition Corp)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the TransactionsTransactions and the Asset Acquisition; (ciii) the representations and warranties in Article V Acquiror Representations constitute the sole and exclusive representations and warranties of Acquiror; (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V Acquiror Representations by Acquiror, respectively, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s SubsidiariesAffiliates), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Transactions or the Transactions Asset Acquisition and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the TransactionsTransactions or the Asset Acquisition, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (ev) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions or the Asset Acquisition except the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V Acquiror Representations by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sable Offshore Corp.), Agreement and Plan of Merger (Flame Acquisition Corp.)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective and, in the case of the Company, its Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV (as modified by the Company Disclosure Schedules) constitute the sole and exclusive representations and warranties in respect of the Company in connection with the Transactionsand its Subsidiaries; (ciii) the representations and warranties in Article V (as modified by the SPAC Disclosure Schedules) constitute the sole and exclusive representations and warranties in respect of AcquirorSPAC; (div) except for the representations and warranties in Article IV by the Company (as modified by the Company Disclosure Schedules) and the representations and warranties in Article V by Acquirorthe SPAC (as modified by the SPAC Disclosure Schedules), none of the Parties or any other Person (including any of the Non-Recourse Parties) makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each neither Party and nor any of its respective Affiliates are not is relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV (as modified by the Company Disclosure Schedules) by the Company and the representations and warranties in Article V (as modified by Acquirorthe SPAC Disclosure Schedules) by the SPAC. The foregoing does not limit any rights of any Party (or any other Person party to any other Transaction Agreements) pursuant to any other Transaction Agreement against any other Party (or any other Person party to any other Transaction Agreements) pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct fraud committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magnum Opus Acquisition LTD)
Acknowledgements. (a) Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the Holdings Representations constitute the sole and exclusive representations and warranties of Holdings, Jersey Merger Sub and Delaware Merger Sub in Article V connection with the transactions contemplated by this Agreement; (iv) the Acquiror Representations constitute the sole and exclusive representations and warranties of Acquiror; (dv) except for the representations and warranties in Article IV Company Representations by the Company Company, the Holdings Representations by Holdings, Jersey Merger Sub and Delaware Merger Sub and the representations and warranties in Article V Acquiror Representations by Acquiror, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries ) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (evi) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Holdings Representations by Holdings, Jersey Merger Sub and Delaware Merger Sub and the representations and warranties in Article V Acquiror Representations by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Churchill Capital Corp)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations and warranties set forth in Article V VII (the “Holdings Representations”) constitute the sole and exclusive representations and warranties of AcquirorHoldings, (iv) the Acquiror Party Representations constitute the sole and exclusive representations and warranties of Acquiror and Merger Sub; (dv) except for the representations and warranties in Article IV Company Representations by the Company Company, the Holdings Representations by Holdings and the representations and warranties in Article V Acquiror Party Representations by Acquirorthe Acquiror Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation by omission or as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (evi) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations Company Representations by the Company, the Holdings Representations by Holdings and warranties the Acquiror Party Representations by the Acquiror Parties. Except as otherwise expressly set forth in Article IV this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except for the Company Representations by the Company or as provided in any certificate delivered in accordance with Section 11.02(c), with all faults and the representations and warranties in Article V by Acquiror. The foregoing does not limit without any rights other representation or warranty of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Partynature whatsoever.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Genesis Park Acquisition Corp.)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective controlled Affiliates and its and their respective Representatives) that (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties of the Company Parties in connection with the Transactions; (c) the representations and warranties in Article V constitute the sole and exclusive representations and warranties of Acquirorthe Acquiror Parties; (d) except for the representations and warranties in Article IV by the Company Parties and the representations and warranties in Article V by Acquirorthe Acquiror Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (e) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company Parties and the representations and warranties in Article V by Acquirorthe Acquiror Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Business Combination Agreement (L&F Acquisition Corp.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV CorpAcq Representations constitute the sole and exclusive representations and warranties of the Company in connection with the TransactionsCorpAcq Parties; (ciii) the representations and warranties in Article V CCVII Representations constitute the sole and exclusive representations and warranties of AcquirorCCVII; (div) except for the representations CorpAcq Representations and warranties in Article IV by the Company and the representations and warranties in Article V by AcquirorCCVII Representations, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company CorpAcq Representations and the representations and warranties in Article V by AcquirorCCVII Representations. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing Except as otherwise expressly set forth in this Agreement, CCVII understands and agrees that any assets, properties and business of CorpAcq Holdco and its Subsidiaries are furnished “as is”, “where is” and subject to and except for the CorpAcq Representations or as provided in any certificate delivered in accordance with Section 11.16 shall relieve 10.02(c), with all faults and without any Party other representation or warranty of liability in the case of Fraud or willful misconduct committed by such Partyany nature whatsoever.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Churchill Capital Corp VII)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations and warranties in Article V constitute the sole and exclusive representations and warranties of AcquirorAcquiror and Merger Sub; (div) except for the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe Acquiror Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe Acquiror Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tailwind Two Acquisition Corp.)
Acknowledgements. (a) Each of the Parties party hereto acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties hereto (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties hereto (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) it has been represented by legal counsel in connection with its evaluation of the Transactions and all other matters relating to this Agreement and has not been represented or advised by any of the other parties or any of their respective Affiliates, owners, members, managers, directors, partners, officers, employees, agents or representatives (including legal counsel) on any matter concerning this Agreement, the Transactions or any of the agreements contemplated hereby; (iii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (civ) the representations and warranties in Article V Acquiror Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and Merger Sub in connection with the transactions contemplated hereby; (dv) except for the representations and warranties in Article IV Company Representations by the Company and the representations Acquiror Representations by Acquiror and warranties in Article V by AcquirorMerger Sub, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partysuch party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries ) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (evi) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company and the representations Acquiror Representations by Acquiror and warranties in Article V by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such PartyMerger Sub.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seaport Global Acquisition II Corp.)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective and, in the case of the Company, its Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV IV constitute the sole and exclusive representations and warranties in respect of the Company in connection with the Transactionsand its Subsidiaries; (ciii) the representations and warranties in Article V V constitute the sole and exclusive representations and warranties in respect of AcquirorSPAC; (div) except for the representations and warranties in Article IV IV by the Company and the representations and warranties in Article V V by Acquirorthe SPAC, none of the Parties or any other Person (including any of the Non-Recourse Parties) makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each neither Party and nor any of its respective Affiliates are not is relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV IV by the Company and the representations and warranties in Article V V by Acquirorthe SPAC. The foregoing does not limit any rights of any Party (or any other Person party to any other Transaction Agreements) pursuant to any other Transaction Agreement against any other Party (or any other Person party to any other Transaction Agreements) pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Healthcare Capital Corp/De)
Acknowledgements. (a) Each of the Parties party acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representativesrepresentatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties hereto (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties hereto (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties set forth in Article ARTICLE IV constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations and warranties set forth in Article ARTICLE V constitute the sole and exclusive representations and warranties of Acquirorthe Purchaser in connection with the transactions contemplated by this Agreement; (div) except for the representations and warranties set forth in Article ARTICLE IV and ARTICLE V being made by the Company and the representations and warranties in Article V by AcquirorPurchaser, respectively, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partysuch party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries ) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives representatives in certain “data rooms,” management presentations or in any other form in expectation of the TransactionsShare Exchange and any related transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives representatives and Affiliates of any Party party hereto or its Subsidiaries); and (ev) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions Share Exchange, except the representations those set forth in set forth in ARTICLE IV and warranties in Article IV by the Company and the representations and warranties in Article V by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.ARTICLE V.
Appears in 1 contract
Samples: Share Exchange Agreement (8i Enterprises Acquisition Corp.)
Acknowledgements. (a) Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the Cision Owner Representations constitute the sole and exclusive representations and warranties of the Cision Owner in Article V connection with the transactions contemplated by this Agreement; (iv) the Acquiror Representations constitute the sole and exclusive representations and warranties of Acquiror, Holdings and Merger Sub; (dv) except for the representations and warranties in Article IV Company Representations by the Company Company, the Cision Owner Representations by the Cision Owner, and the representations and warranties in Article V Acquiror Representations by Acquiror, Holdings and Merger Sub, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries ) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (evi) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Cision Owner Representations by the Cision Owner and the representations and warranties in Article V Acquiror Representations by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party, Holdings and Merger Sub.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capitol Acquisition Corp. III)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (c) the representations Parent and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorParent, Merger Sub I and Merger Sub II; (d) except for the representations and warranties in Article IV Company Representations made by the Company and the representations Parent and warranties in Article V Merger Sub Representations made by AcquirorParent, Merger Sub I and Merger Sub II, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement, and all other representations and warranties of any kind or nature expressed express or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactionstransactions contemplated hereby, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or any of its Subsidiaries); and (e) each Party and its none of the parties hereto or any of their respective Affiliates are not relying on any representations and or warranties in connection with the Transactions transactions contemplated hereby, except that the representations and warranties in Article IV parties may rely on the Company Representations made by the Company Company, the Parent and Merger Sub Representations made by Parent, Merger Sub I and Merger Sub II and the other representations expressly made by a Person in the A&R Registration Rights Agreement. IN WITNESS WHEREOF, Parent, Merger Sub I, Merger Sub II and warranties in Article V by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction the Company have caused this Agreement to which it is a party or an express third-party beneficiary thereofbe executed and delivered as of the date first written above by their respective officers thereunto duly authorized. Nothing in GORES XXXXXXXXXXX II, INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Executive Officer SUNSHINE MERGER SUB I, INC. By: /s/ Xxxxxx XxXxxxx Name: Xxxxxx XxXxxxx Title: Chief Financial Officer and Secretary SUNSHINE MERGER SUB II, LLC By: /s/ Xxxxxx XxXxxxx Name: Xxxxxx XxXxxxx Title: Manager IN WITNESS WHEREOF, Parent, Merger Sub I, Merger Sub II and the Company have caused this Section 11.16 shall relieve any Party Agreement to be executed and delivered as of liability in the case date first written above by their respective officers thereunto duly authorized. SONDER HOLDINGS INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Executive Officer EXHIBIT A Form A&R Registration Rights Agreement [Intentionally Omitted] EXHIBIT B Form of Fraud or willful misconduct committed by such Party.Lockup Agreement [Intentionally Omitted] EXHIBIT C Form of A&R Certificate of Incorporation of Parent [Intentionally Omitted] EXHIBIT D Form of A&R Bylaws of Parent [Intentionally Omitted] EXHIBIT E Form of Letter of Transmittal
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gores Metropoulos II, Inc.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties of the Company in Article IV constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations and warranties of Plum and each Merger Sub in Article V and Article VI constitute the sole and exclusive representations and warranties of AcquirorPlum and Merger Subs; (div) except for the representations and warranties of the Company in Article IV by the Company and the representations and warranties of Plum and each Merger Sub in Article V by Acquirorand Article VI, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties of the Company in Article IV by the Company and the representations and warranties of Plum and each Merger Sub in Article V and Article VI, and the other representations and warranties expressly made by Acquirora Person in the Sponsor Letter Agreement, the Company Support Agreements, the Registration Rights Agreement and the Company Lock-Up Agreements. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement Document against any other Party pursuant to such Transaction Agreement Document to which it is a party or of which it is an express third-third party beneficiary thereofbeneficiary. Except as otherwise expressly set forth in this Agreement, Xxxx understands and agrees that any assets, properties and business of the Company are furnished “as is,” “where is” and subject to and except for the representations and warranties of the Company in Article IV or as provided in any certificate delivered in accordance with Section 10.03(d)(i) with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 12.17(a) shall relieve any Party of liability in the case of Fraud or willful misconduct intentional fraud committed by such Party.
Appears in 1 contract
Samples: Business Combination Agreement (Plum Acquisition Corp. I)
Acknowledgements. Each Without prejudice to the terms otherwise agreed in writing by the applicable parties, each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties in respect of the Company in connection with the Transactionsand its Subsidiaries; (cb) the representations and warranties in Article V constitute the sole and exclusive representations and warranties in respect of AcquirorListCo and Merger Sub; (dc) except for the representations and warranties referred to in Article IV by the Company and the representations and warranties in Article V by Acquirorforegoing clauses (a) to (b), none of the Parties or any other Person (including any of the Non-Recourse Parties) makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ed) each neither Party and nor any of its respective Affiliates are not is relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe ListCo and Merger Sub. The foregoing does not limit any rights of any Party (or any other Person party to any other Transaction Agreements) pursuant to any other Transaction Agreement against any other Party (or any other Person party to any other Transaction Agreements) pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing in this Section 11.16 11.17 shall relieve any Party of liability in the case of Fraud or willful misconduct fraud committed by such Party.
Appears in 1 contract
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective SubsidiariesAffiliates) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations and warranties in Article V Newco Representations constitute the sole and exclusive representations and warranties of AcquirorNewco in connection with the transactions contemplated hereby; (div) the Acquiror Representations constitute the sole and exclusive representations and warranties of Acquiror in connection with the transactions contemplated hereby; (v) except for the representations and warranties in Article IV Company Representations by the Company Company, the Newco Representations by Newco and the representations and warranties in Article V Acquiror Representations by Acquiror, none of the Parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party hereto (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including those (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party hereto (or any Party’s SubsidiariesAffiliates), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party hereto (or its SubsidiariesAffiliates), or the quality, quantity or condition of any Party’s or its SubsidiariesAffiliates’ assets) are specifically and expressly disclaimed by all Parties hereto and their respective Subsidiaries Affiliates and all other Persons (including the Representatives and Affiliates of any Party hereto or its Subsidiaries); and (evi) each Party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Newco Representations by Newco and the representations and warranties in Article V Acquiror Representations by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gordon Pointe Acquisition Corp.)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV 4 constitute the sole and exclusive representations and warranties of the Company Covalto in connection with the Transactions; (c) the representations and warranties in Article V 5 constitute the sole and exclusive representations and warranties of AcquirorLIVB in connection with the Transactions; (d) except for the representations and warranties in Article IV 4 by the Company Covalto and the representations and warranties in Article V 5 by AcquirorLIVB, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective its Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (e) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV 4 by the Company Covalto and the representations and warranties in Article V 5 by AcquirorLIVB. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.. 100
Appears in 1 contract
Samples: Business Combination Agreement (LIV Capital Acquisition Corp. II)
Acknowledgements. Each Notwithstanding anything to the contrary in this Agreement (including Section 3), each of the Parties members of the Coliseum Group (including the Coliseum Nominee) hereby acknowledges and agrees that: (on i) prior to the execution of this Agreement, (A) one or more members of the Coliseum Group and/or one or more affiliates thereof, individually and/or collectively with one or more of such other person(s), owned (as defined in Section 203 of the DGCL) 15% or more of the outstanding voting stock (as defined in Section 203 of the DGCL) of the Company without the prior approval of the Board with respect to the transaction(s) resulting in such ownership and (B) in accordance with Section 203(b)(5) of the DGCL, such persons reduced their ownership of outstanding voting stock of the Company below 15%; (ii) if at any time after the execution of this Agreement one or more members of the Coliseum Group and/or one or more affiliates thereof, individually or collectively with any such other person(s), owns (as defined in Section 203 of the DGCL) 15% or more of the outstanding voting stock (as defined in Section 203 of the DGCL) of the Company, (A) the transaction pursuant to which such person(s) acquires or thereafter owns such percentage of the outstanding voting stock shall, for purposes of Section 203 of the DGCL, be deemed the transaction which resulted in such person(s) becoming an interested stockholder (as defined in Section 203 of the DGCL) and (B) thereupon, each such person shall be an interested stockholder that became such an interested stockholder in a transaction that was not approved by the Board and shall be subject to the restrictions set forth in Section 203 of the DGCL; and (iii)(A) it will not, and will cause its own behalf and on behalf of its respective Affiliates and its affiliates’ respective officers, directors, employees, members, stockholders, partners, agents, representatives and their respective Representativesadvisors (including attorneys) not to, directly or indirectly, bring, participate in or otherwise support or encourage (including by making any admission or agreement or failing to take any action) any claim or cause of action before any court, arbitrator, or other tribunal in any jurisdiction, whether as a claim, cross-claim, counterclaim or otherwise, that (ax) it has conducted its own independent investigation includes any allegation, admission or assertion, directly or indirectly, that any member of the financial conditionColiseum Group or any affiliate thereof was on the date hereof, results of operations, assets, liabilities, properties and projected operations or became as a result of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel appointment and/or election of the other Parties Coliseum Nominee in accordance with the terms of this Agreement, an interested stockholder or (y) is otherwise inconsistent, in any way, with the acknowledgements and their respective Subsidiariesagreements in this Section 18, (B) the Company may plead this Agreement as a complete bar to any such claim or cause of action brought in derogation of the foregoing and (C) for purposes of conducting such investigation; (b) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties of any injunctive relief or specific performance that the Company in connection with the Transactions; (c) the representations and warranties in Article V constitute the sole and exclusive representations and warranties may seek to prevent breaches of Acquiror; (d) except for the representations and warranties in Article IV by or to enforce this Agreement, irreparable harm would result to the Company and the representations and warranties in Article V by Acquiror, none its stockholders if any member of the Parties Coliseum Group and/or any one or any other Person makes, more of their affiliates breached or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (e) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in otherwise violated this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party18.
Appears in 1 contract
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties of the Company Parties in connection with the Transactions; (c) the representations and warranties in Article V constitute the sole and exclusive representations and warranties of Acquirorthe Acquiror Parties; (d) except for the representations and warranties in Article IV by the Company Parties and the representations and warranties in Article V by Acquirorthe Acquiror Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (e) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company Parties and the representations and warranties in Article V by Acquirorthe Acquiror Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forest Road Acquisition Corp. II)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations and warranties in Article V SPAC Party Representations constitute the sole and exclusive representations and warranties of AcquirorSPAC and Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V SPAC Party Representations by Acquirorthe SPAC Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V SPAC Party Representations by Acquirorthe SPAC Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Except as otherwise expressly set forth in this Agreement, SPAC understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except for the Company Representations by the Company or as provided in any certificate delivered in accordance with Section 10.02(c), with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 Section 12.16 shall relieve any Party of liability in the case of Fraud or willful misconduct fraud committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Churchill Capital Corp IV)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions; (c) the representations and warranties in Article V constitute the sole and exclusive representations and warranties of Acquirorthe SPAC Parties; (d) except for the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe SPAC Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions Transactions, and all other representations and warranties of any kind or nature nature, expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) ), are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (e) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe SPAC Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct fraud committed by such Party. The Parties have hereunto caused this Agreement and Plan of Merger to be duly executed as of the date hereof. DTRT HEALTH ACQUISITION CORP. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Executive Chairman and Chief Executive Officer GRIZZLY NEW PUBCO, INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: President and Secretary GRIZZLY MERGER SUB, INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: President and Secretary Signature Page to Agreement and Plan of Merger CONSUMER DIRECT HOLDINGS, INC. By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chief Executive Officer Signature Page to Agreement and Plan of Merger PRE-CLOSING HOLDER REPRESENTATIVE /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Signature Page to Agreement and Plan of Merger Exhibit A Form of Sponsor Agreement [See attached.] Exhibit A to Agreement and Plan of Merger Exhibit B Form of Lockup Agreement [See attached.] Exhibit B to Agreement and Plan of Merger Exhibit C New Pubco Charter [See attached.] Exhibit C to Agreement and Plan of Merger Exhibit D New Pubco Bylaws [See attached.] Exhibit D to Agreement and Plan of Merger Exhibit E Form of Registration Rights Agreement [See attached.] Exhibit E to Agreement and Plan of Merger Exhibit F Form of Stockholder’s Agreement [See attached.] Exhibit G to Agreement and Plan of Merger Exhibit G Form of First Certificate of Merger [See attached.] Exhibit H to Agreement and Plan of Merger Exhibit H Form of Second Certificate of Merger [See attached.] Exhibit I to Agreement and Plan of Merger Exhibit I Incentive Equity Plan [See attached.] Exhibit J to Agreement and Plan of Merger Exhibit J ESPP [See attached.]
Appears in 1 contract
Samples: Agreement and Plan of Merger (DTRT Health Acquisition Corp.)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions; (ciii) the representations Acquiror and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations Acquiror and warranties in Article V Merger Sub Representations by AcquirorAcquiror and Merger Sub, respectively, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (ev) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by Acquiror and Merger Sub and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Person in the case of Fraud or willful misconduct committed by such PartyAcquiror Support Agreement and the Registration Rights Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chardan Healthcare Acquisition 2 Corp.)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (c) the representations Acquiror and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and Merger Sub; (d) except for the representations and warranties in Article IV Company Representations by the Company and the representations Acquiror and warranties in Article V Merger Sub Representations by AcquirorAcquiror and Merger Sub, respectively, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (e) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by Acquiror and Merger Sub and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Person in the case of Fraud or willful misconduct committed by such PartyAncillary Agreements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spring Valley Acquisition Corp.)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations Acquiror and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of Acquiror, First Merger Sub and Second Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and the representations and warranties in Article V Merger Sub Representations by Acquiror, First Merger Sub and Second Merger Sub, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (ev) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by Acquiror, First Merger Sub and Second Merger Sub and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Person in the case of Fraud or willful misconduct committed by such PartySubscription Agreements, the Sponsor Agreement and the Support Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ventoux CCM Acquisition Corp.)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions; (ciii) the representations and warranties in Article V Acquiror Representations constitute the sole and exclusive representations and warranties of Acquiror; (div) except for the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror Representations by Acquiror and the other representations and warranties expressly made by Persons in Article V by Acquirorthe Transaction Documents, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including including, except to the extent covered by Section 4.20 and Section 5.13, (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (ev) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror Representations by Acquiror and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Persons in the case of Fraud or willful misconduct committed by such Party.Transaction Documents. 105
Appears in 1 contract
Samples: Business Combination Agreement (Isos Acquisition Corp.)
Acknowledgements. Each Buyer acknowledges that it has received from Sellers certain projections, forecasts, and prospective or third party information relating to Sellers, the Stores, the Acquired Assets, the Assumed Liabilities, and other related topics. Buyer acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts and in such information; (ii) Buyer is familiar with such uncertainties and is taking responsibility for making its own evaluation of the Parties adequacy and accuracy of all projections, forecasts, and information so furnished; and (iii) except to the extent any such projection, forecast or prospective is attached to this Agreement as a Disclosure Schedule, neither Buyer nor any other Person shall have any claim against any Seller or any of their respective Affiliates or any of their respective directors, officers, employees, stockholders, members, managers, partners, Affiliates, agents, or other Representatives with respect thereto. Accordingly, without limiting the generality of the immediately following sentence, Buyer acknowledges that, except to the extent any such projection, forecast or prospective is attached to this Agreement as a Disclosure Schedule, none of the Sellers nor any other Person makes any representations or warranties with respect to such projections, forecasts, or information. Further, notwithstanding anything contained in this Section 6.8 or any other provision of this Agreement to the contrary, Buyer acknowledges and agrees (agrees, on its own behalf and on behalf of its respective Affiliates Affiliates, and its and each of their respective Representatives) , equityholders, employees, permitted successors and assigns (collectively, “Buyer Party Members”), that (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties made by the Sellers to Buyer in Article IV constitute III (as qualified by the Disclosure Schedule (the “Express Representations”) are the sole and exclusive representations representations, warranties and warranties statements of the Company any kind made to Buyer or any Buyer Party Member on which Buyer or any Buyer Party may rely in connection with the Transactions; (c) the representations transactions contemplated by this Agreement. Buyer acknowledges and warranties in Article V constitute the sole agrees, on its own behalf and exclusive representations and warranties of Acquiror; (d) except for the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquiror, none on behalf of the Parties or any Buyer Party Members, that, other Person makesthan solely to the extent expressly set forth in the Express Representations, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations representations, warranties and warranties statements of any kind or nature expressed or implied implied, whether in written, electronic or oral form, including with respect to (including (ia) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (the Sellers or any Party’s Subsidiaries), other Person on behalf of the Sellers or any of their respective Affiliates or Representatives and (iib) any other representations, warranties or statements relating to the historical, current or future or historical business, condition (financial or otherwise)condition, results of operations, prospectsassets, assets liabilities, properties, contracts, and prospects of the Sellers, their Subsidiaries, the Stores or liabilities of any Party (or its Subsidiaries)the Business, or the quality, quantity or condition of any Party’s the Acquired Assets or its Subsidiaries’ assets) the Excluded Assets, are in each case specifically disclaimed by all Parties the Sellers and neither Buyer nor any Buyer Party Member has relied on any such representations, warranties or statements. Buyer acknowledges, on its own behalf and on behalf of each Buyer Party Member, that it has conducted an investigation of the business, financial condition, results of operations, assets (including Acquired Assets), Liabilities (including Assumed Liabilities), properties, contracts and prospects of Sellers and the Business, and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has not relied on, is not relying on, and will not rely on, any Seller, any Subsidiary of any Seller, or any information, statements, disclosures, documents, projections, forecasts or other materials made available to Buyer or any Buyer Party Members, in each case, whether written or oral, made or provided by the Company, its Subsidiaries or any of their respective Subsidiaries and all Affiliates or Representatives, other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (e) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability than as expressly set forth in the case of Fraud or willful misconduct committed by such PartyExpress Representations.
Appears in 1 contract
Samples: Asset Purchase Agreement
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations and warranties set forth in Article V ARTICLE VII (the “Holdings Representations”) constitute the sole and exclusive representations and warranties of AcquirorHoldings; (div) the Acquiror Party Representations constitute the sole and exclusive representations and warranties of Acquiror and Merger Sub; (v) except for the representations and warranties in Article IV Company Representations by the Company Company, the Holdings Representations by Holdings and the representations and warranties in Article V Acquiror Party Representations by Acquirorthe Acquiror Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation (by omission or otherwise) or as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (evi) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations Company Representations by the Company, the Holdings Representations by Holdings and warranties the Acquiror Party Representations by the Acquiror Parties. Except as otherwise expressly set forth in Article IV this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to, and except for the Company Representations by the Company or as provided in any certificate delivered in accordance with Section 11.02(e), with all faults and the representations and warranties in Article V by Acquirorwithout any other representation or warranty of any nature whatsoever. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV PubCo Representations constitute the sole and exclusive representations and warranties of the Company PubCo in connection with the Transactions; (ciii) the representations and warranties in Article V Markmore Representations constitute the sole and exclusive representations and warranties of AcquirorMarkmore in connection with the Transactions; (div) the Liberty Representations constitute the sole and exclusive representations and warranties of Liberty in connection with the Transactions; (v) except for the representations and warranties in Article IV PubCo Representations by PubCo, the Company Markmore Representations by Xxxxxxxx and the representations and warranties in Article V Liberty Representations by AcquirorLiberty, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (evi) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV PubCo Representations by PubCo, the Company Markmore Representations by Xxxxxxxx and the representations and warranties in Article V Liberty Representations by AcquirorXxxxxxx. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement Document against any other Party pursuant to such Transaction Agreement Document to which it is a party or an express third-party beneficiary thereof. Except as otherwise expressly set forth in this Agreement, Liberty understands and agrees that any assets, properties and business of Markmore and its Subsidiaries are furnished “as is,” “where is” and subject to and except for the PubCo Representations by PubCo and Markmore Representations by Xxxxxxxx or as provided in any certificate delivered in accordance with Section 11.02(c), with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 13.16(a) shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Business Combination Agreement (Liberty Resources Acquisition Corp.)
Acknowledgements. (a) Each of the Parties party hereto acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties hereto (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties hereto (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) it has been represented by legal counsel in connection with its evaluation of the Transactions and all other matters relating to this Agreement and has not been represented or advised by any of the other parties or any of their respective Affiliates, owners, members, managers, directors, partners, officers, employees, agents or representatives (including legal counsel) on any matter concerning this Agreement, the Transactions or any of the agreements contemplated hereby; (iii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (civ) the representations and warranties in Article V Acquiror Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and Merger Sub in connection with the transactions contemplated hereby; (dv) except for the representations and warranties in Article IV Company Representations by the Company and the representations Acquiror Representations by Acquiror and warranties in Article V by AcquirorMerger Sub, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partysuch party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries ) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (evi) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company and the representations Acquiror Representations by Acquiror and warranties in Article V by AcquirorMerger Sub. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.84
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Battery Materials, Inc.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties of the Company, TopCo and Merger Sub in Article IV constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions; (c) the representations and warranties in Article V constitute the sole and exclusive representations and warranties of Acquirorthe Company, TopCo and Merger Sub in connection with the transactions contemplated hereby; (diii) the representations and warranties of SPAC in Article VI constitute the sole and exclusive representations and warranties of SPAC; (iv) except for the representations and warranties of the Company, TopCo and Merger Sub in Article IV by the Company and Article V and the representations and warranties of SPAC in Article V by AcquirorVI, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties of the Company, TopCo and Merger Sub in Article IV by the Company and Article V and the representations and warranties of SPAC in Article V by AcquirorVI. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement Document against any other Party pursuant to such Transaction Agreement Document to which it is a party or of which it is an express third-third party beneficiary thereofbeneficiary. Except as otherwise expressly set forth in this Agreement, SPAC understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is,” “where is” and subject to and except for the representations and warranties of the Company, TopCo and Merger Sub in Article IV and Article V or as provided in any certificate delivered in accordance with Section 10.03(i)(i) with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 12.17(a) shall relieve any Party of liability in the case of Fraud or willful misconduct intentional fraud committed by such Party.
Appears in 1 contract
Samples: Business Combination Agreement (Athena Consumer Acquisition Corp.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective SubsidiariesSubsidiaries and any Group Company) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective SubsidiariesSubsidiaries and any Group Company) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions; (ciii) the representations and warranties in Article V Acquiror Party Representations constitute the sole and exclusive representations and warranties of Acquiror, First Merger Sub and Second Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V Acquiror Party Representations by Acquirorthe Acquiror Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s SubsidiariesSubsidiaries or any Group Company), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries (or any Group Company) or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s SubsidiariesSubsidiaries or any Group Company), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its SubsidiariesSubsidiaries or any Group Company), or the quality, quantity or condition of any Party’s or its Subsidiaries’ (or any Group Company’s) assets) are specifically disclaimed by all Parties and their respective Subsidiaries and any Group Company and all other Persons (including the Representatives and Affiliates of any Party or its SubsidiariesSubsidiaries or any Group Company); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V Acquiror Party Representations by Acquirorthe Acquiror Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company, its Subsidiaries and the Group Companies are furnished “as is,” “where is” and subject to and except for the Company Representations by the Company or as provided in any certificate delivered in accordance with Section 10.02(c), with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 12.16(a) shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DFP Healthcare Acquisitions Corp.)
Acknowledgements. (a) Each of the Parties party hereto acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties hereto (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties hereto (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the NESCO Owner Representations constitute the sole and exclusive representations and warranties of the NESCO Owner in Article V connection with the transactions contemplated by this Agreement; (iv) the Acquiror Representations constitute the sole and exclusive representations and warranties of Acquiror, Merger Sub, Intermediate Holdings and New HoldCo; (dv) except for the representations and warranties in Article IV Company Representations by the Company Company, the NESCO Owner Representations by the NESCO Owner, and the representations and warranties in Article V Acquiror Representations by Acquiror, Merger Sub, Intermediate Holdings and New HoldCo, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partysuch party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries ) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (evi) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the NESCO Owner Representations by the NESCO Owner and the representations and warranties in Article V Acquiror Representations by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party, Merger Sub, Intermediate Holdings and New HoldCo.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capitol Investment Corp. IV)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations and warranties in Article V Buyer Party Representations constitute the sole and exclusive representations and warranties of AcquirorBuyer, First Merger Sub and Second Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V Buyer Party Representations by Acquirorthe Buyer Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V Buyer Party Representations by Acquirorthe Buyer Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Except as otherwise expressly set forth in this Agreement, Buyer understands and agrees that any assets, properties and business of the Acquired Companies are furnished “as is”, “where is” and subject to and except for the Company Representations by the Company or as provided in any certificate delivered in accordance with Section 10.02(d), with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 12.16(a) shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mudrick Capital Acquisition Corp. II)
Acknowledgements. (a) Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company or Holdings in connection with the Transactionstransactions contemplated hereby; (ciii) the representations and warranties in Article V Blocker Representations constitute the sole and exclusive representations and warranties of Acquirorthe applicable Blocker, in connection with the transactions contemplated by this Agreement; (div) the Acquiror Representations constitute the sole and exclusive representations and warranties of the Acquiror Parties; (v) except for the representations and warranties in Article IV Company Representations by the Company and Holdings, the representations Blocker Representations by the applicable Blocker and warranties in Article V the Acquiror Representations by Acquirorthe Acquiror Parties, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries ) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed express or implied (including (iA) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiB) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (evi) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company and Holdings, the representations Blocker Representations by the applicable Blocker and warranties in Article V the Acquiror Representations by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such PartyAcquiror Parties.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spartacus Acquisition Corp)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations and warranties in Article V constitute the sole and exclusive representations and warranties of AcquirorAcquiror and Merger Sub; (div) except for the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe Acquiror Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe Acquiror Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing in this Section 11.16 11.16(a) shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Conyers Park II Acquisition Corp.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Wejo Representations constitute the sole and exclusive representations and warranties of the Company in connection with the TransactionsWejo Parties; (ciii) the representations and warranties in Article V VOSO Representations constitute the sole and exclusive representations and warranties of AcquirorVOSO; (div) except for the representations and warranties in Article IV Wejo Representations by the Company Wejo Parties and the representations and warranties in Article V VOSO Representations by AcquirorVOSO, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (evi) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions Transactions, except the representations and warranties in Article IV Wejo Representations by the Company Wejo Parties and the representations and warranties in Article V VOSO Representations by AcquirorVOSO. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing Except as otherwise expressly set forth in this Agreement, VOSO understands and agrees that any assets, properties and business of Wejo and its Subsidiaries are furnished “as is”, “where is” and subject to and except for the Wejo Representations by the Wejo Parties or as provided in any certificate delivered in accordance with Section 11.16 shall relieve 10.02(e), with all faults and without any Party other representation or warranty of liability in the case of Fraud or willful misconduct committed by such Partyany nature whatsoever.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Virtuoso Acquisition Corp.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the TransactionsCompany; (ciii) the representations and warranties in Article V AAC Representations constitute the sole and exclusive representations and warranties of AcquirorAAC; (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V AAC Representations by Acquirorthe AAC Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V AAC Representations by Acquirorthe AAC Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing Except as otherwise expressly set forth in this Agreement, AAC understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except for the Company Representations by the Company or as provided in any certificate delivered in accordance with Section 11.16 shall relieve 10.02(c), with all faults and without any Party other representation or warranty of liability in the case of Fraud or willful misconduct committed by such Partyany nature whatsoever.
Appears in 1 contract
Samples: Business Combination Agreement (Austerlitz Acquisition Corp I)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (c) the representations Acquiror and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and Merger Sub; (d) except for the representations and warranties in Article IV Company Representations by the Company and the representations Acquiror and warranties in Article V Merger Sub Representations by AcquirorAcquiror and Merger Sub, respectively, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (e) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by Acquiror and Merger Sub and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Person in the case of Fraud or willful misconduct committed by such PartySubscription Agreements and the Support Agreements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ACON S2 Acquisition Corp.)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) ), has had the opportunity to request all information it has deemed relevant to the foregoing and has been afforded satisfactory access to the books and records, facilities facilities, equipment, Contracts, other assets (including in the case of Acquiror and Merger Sub, access to the electronic data room hosted by or on behalf of the Company in connection with the transactions contemplated hereby) and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions; (c) the representations Acquiror and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and Merger Sub; (d) except for the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and the representations Merger Sub Representations by Acquiror and warranties in Article V by AcquirorMerger Sub, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (e) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, and the Acquiror and Merger Sub Representations by Acquiror and Merger Sub and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Person in the case of Fraud or willful misconduct committed by such PartySubscription Agreements, the Support Agreements, the Sponsor Support Agreement and the Registration Rights Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Osprey Technology Acquisition Corp.)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (c) the representations Acquiror and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and Merger Sub in connection with the transactions contemplated hereby; (d) except for the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and the representations Merger Sub Representations by Acquiror and warranties in Article V by AcquirorMerger Sub, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (e) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by Acquiror and Merger Sub and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Person in the case of Fraud or willful misconduct committed by such Party.Subscription Agreements, the Sponsor Agreement and the Support Agreement. 77
Appears in 1 contract
Samples: Agreement and Plan of Merger (Graf Acquisition Corp. IV)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) parties and has been afforded satisfactory access to the books Books and recordsRecords, facilities and personnel of the other Parties (and their respective Subsidiaries) parties for purposes of conducting such investigation; (bii) the representations and warranties in Article ARTICLE III constitute the sole and exclusive representations and warranties in respect of the Company; (iii) the representations and warranties in ARTICLE IV constitute the sole and exclusive representations and warranties in respect of the Company in connection with the TransactionsBuyer; (c) the representations and warranties in Article V constitute the sole and exclusive representations and warranties of Acquiror; (div) except for the representations and warranties in Article IV ARTICLE III by the Company and Company, the representations and warranties in Article V ARTICLE IV by AcquirorBuyer, none of the Parties or parties nor any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries)party, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries party or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactionstransactions contemplated hereby, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries)party, and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries)party, or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries parties and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiariesparty); and (evi) each Party and its none of the parties nor any of their respective Affiliates are not is relying on any representations and warranties in connection with the Transactions transactions contemplated hereby except the representations and warranties in Article IV ARTICLE III by the Company Company, and the representations and warranties in Article V ARTICLE IV by AcquirorBuyer. The foregoing does not limit any rights of any Party party (or any other Person party to any Additional Agreements) pursuant to any other Transaction Additional Agreement against any other Party party (or any other Person party to any Additional Agreements) pursuant to such Transaction Additional Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing in this Section 11.16 8.21 shall relieve any Party party of liability in the case of Fraud or willful misconduct committed by such Partyparty.
Appears in 1 contract
Samples: Equity Purchase Agreement (Yellowstone Acquisition Co)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties of the Company each of Blade in connection with the Transactions; (c) the representations and warranties in Article V constitute the sole and exclusive representations and warranties of Acquirorthe Acquiror Parties; (d) except for the representations and warranties in Article IV by the Company Blade and the representations and warranties in Article V by Acquirorthe Acquiror Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (e) each no Party and or its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company Blade and the representations and warranties in Article V by Acquirorthe Acquiror Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Biotech Acquisition Co)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books Books and recordsRecords, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV S1 Holdco Representations constitute the sole and exclusive representations and warranties of the Company in connection with the TransactionsS1 Holdco; (ciii) the representations and warranties in Article V Protected Representations constitute the sole and exclusive representations and warranties of AcquirorProtected; (div) the Trebia Representations constitute the sole and exclusive representations and warranties of Trebia; (v) the CSC Blockers, the Court Square GPs, the Blocker Parents, OpenMail, Redeemed OM Members and the Protected Rollover Parties respective representations and warranties in Article VIII constitute the sole and exclusive representations and warranties of such Parties; (vi) except for the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorset forth herein, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (evii) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except for the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorset forth herein. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing Except as otherwise expressly set forth in this Agreement, Trebia understands and agrees that any assets, properties and business of S1 Holdco and Protected and their respective Subsidiaries are furnished “as is”, “where is” and subject to and except for the S1 Holdco Representations by the S1 Holdco and Protected Representations by Protected, or as provided in any certificate delivered in accordance with Section 11.16 shall relieve 13.02(c), with all faults and without any Party other representation or warranty of liability in the case of Fraud or willful misconduct committed by such Partyany nature whatsoever.
Appears in 1 contract
Samples: Business Combination Agreement (Trebia Acquisition Corp.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the TransactionsParties; (ciii) the representations and warranties in Article V SPAC Representations constitute the sole and exclusive representations and warranties of AcquirorSPAC; (div) except for the representations and warranties in Article IV Company Representations by the Company Parties and the representations and warranties in Article V SPAC Representations by AcquirorSPAC, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Parties and the representations and warranties in Article V SPAC Representations by AcquirorSPAC. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Except as otherwise expressly set forth in this Agreement, SPAC understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except for the Company Representations by the Company Parties or as provided in any certificate delivered in accordance with Section 10.02(c), with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 12.16(a) shall relieve any Party hereto of liability in the case of Fraud or willful misconduct fraud committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CIIG Capital Partners II, Inc.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties of the Company, TopCo and Merger Sub in Article IV and Article V constitute the sole and exclusive representations and warranties of the Company Company, TopCo and Merger Sub in connection with the Transactionstransactions contemplated hereby; (ciii) the representations and warranties of Yucaipa in Article V constitute the sole and exclusive representations and warranties of AcquirorYucaipa; (div) except for the representations and warranties of the Company, TopCo and Merger Sub in Article IV by the Company and Article V and the representations and warranties of Yucaipa in Article V by AcquirorV, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties of the Company, TopCo and Merger Sub in Article IV by the Company and Article V and the representations and warranties of Yucaipa in Article V by Acquiror. V. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement Document against any other Party pursuant to such Transaction Agreement Document to which it is a party or of which it is an express third-third party beneficiary thereofbeneficiary. Except as otherwise expressly set forth in this Agreement, Yucaipa understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is,” “where is” and subject to and except for the representations and warranties of the Company, TopCo and Merger Sub in Article IV and Article V or as provided in any certificate delivered in accordance with Section 10.03(h)(i) with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 12.17(a) shall relieve any Party of liability in the case of Fraud or willful misconduct intentional fraud committed by such Party.
Appears in 1 contract
Samples: Business Combination Agreement (Yucaipa Acquisition Corp)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations Company and warranties in Article IV Pubco Representations constitute the sole and exclusive representations and warranties of the Company and Pubco in connection with the Transactionstransactions contemplated hereby; (ciii) the representations SPAC and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorSPAC and Merger Sub; (div) except for the representations Company and warranties in Article IV Pubco Representations by the Company and Pubco, and the representations SPAC and warranties in Article V Merger Sub Representations by AcquirorSPAC and Merger Sub, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (ev) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations Company and warranties in Article IV Pubco Representations by the Company and Pubco, the SPAC and Merger Sub Representations by SPAC and Merger Sub and the other representations and warranties expressly made by a Person in Article V by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such PartyAncillary Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Starry Holdings, Inc.)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions; (c) the representations and warranties in Article V VI constitute the sole and exclusive representations and warranties of Acquirorthe SPAC Parties; (d) except for the representations and warranties in Article IV by the Company and the representations and warranties in Article V VI by Acquirorthe SPAC Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (e) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V VI by Acquirorthe SPAC Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 12.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Acknowledgements. (a) Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations and warranties in Article V Seller Representations constitute the sole and exclusive representations and warranties of AcquirorSeller and Blocker Seller in connection with the transactions contemplated by this Agreement; (div) the Blocker Representations constitute the sole and exclusive representations and warranties of Blocker in connection with the transactions contemplated by this Agreement; (v) the Acquiror Representations constitute the sole and exclusive representations and warranties of the Acquiror Parties; (vi) except for the representations and warranties in Article IV Company Representations by the Company Company, the Seller Representations by Seller and Blocker Seller, the Blocker Representations by Blocker and the representations and warranties in Article V Acquiror Representations by Acquirorthe Acquiror Parties, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries ) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (evi) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Seller Representations by Blocker Seller and Seller, the Blocker Representations by Blocker and the representations and warranties in Article V Acquiror Representations by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such PartyAcquiror Parties.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fintech Acquisition Corp Iii Parent Corp)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions; (ciii) the representations and warranties in Article V constitute the sole and exclusive representations and warranties of AcquirorAcquiror Parties; (div) except for the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe Acquiror Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (iA) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections projections, forecasts or forecasts budgets or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiB) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe Acquiror Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 11.16(a) shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Power & Digital Infrastructure Acquisition Corp.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the PubCo Representations constitute the sole and exclusive representations and warranties of PubCo in Article IV connection with the Transactions; (iii) the Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions; (civ) the representations and warranties in Article V Thunder Bridge Representations constitute the sole and exclusive representations and warranties of AcquirorThunder Bridge in connection with the Transactions; (dv) except for the representations and warranties in Article IV PubCo Representations by PubCo, the Company Representations by the Company and the representations and warranties in Article V Thunder Bridge Representations by AcquirorThunder Bridge, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (evi) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV PubCo Representations by PubCo, the Company Representations by the Company and the representations and warranties in Article V Thunder Bridge Representations by AcquirorThunder Bridge. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement Document against any other Party pursuant to such Transaction Agreement Document to which it is a party or an express third-third party beneficiary thereof. Except as otherwise expressly set forth in this Agreement, Thunder Bridge understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is,” “where is” and subject to and except for the PubCo Representations by PubCo and the Company Representations by the Company or as provided in any certificate delivered in accordance with Section 12.02(c), with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 14.16(a) shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Business Combination Agreement (Thunder Bridge Capital Partners IV, Inc.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations and warranties in Article V Buyer Party Representations constitute the sole and exclusive representations and warranties of AcquirorBuyer, First Merger Sub and Second Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V Buyer Party Representations by Acquirorthe Buyer Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V Buyer Party Representations by Acquirorthe Buyer Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Except as otherwise expressly set forth in this Agreement, Buyer understands and agrees that any assets, properties and business of the Acquired Companies are furnished “as is”, “where is” and subject to and except for the Company Representations by the Company or as provided in any certificate delivered in accordance with Section 11.02(d), with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 13.16(a) shall relieve any Party of liability in the case of Fraud or willful misconduct fraud committed by such Party.
Appears in 1 contract
Samples: Letter Agreement (Mudrick Capital Acquisition Corp. II)
Acknowledgements. Each Without prejudice to the terms otherwise agreed in writing by the applicable parties, each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties in respect of the Company in connection with the Transactionsand its Subsidiaries; (cb) the representations and warranties in Article V constitute the sole and exclusive representations and warranties in respect of AcquirorListCo and Merger Sub; (dc) except for the representations and warranties referred to in Article IV by the Company and the representations and warranties in Article V by Acquirorforegoing clauses (a) to (b), none of the Parties or any other Person (including any of the Non-Recourse Parties) makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ed) each neither Party and nor any of its respective Affiliates are not is relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe Warrantors. The foregoing does not limit any rights of any Party (or any other Person party to any other Transaction Agreements) pursuant to any other Transaction Agreement against any other Party (or any other Person party to any other Transaction Agreements) pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing in this Section 11.16 11.17 shall relieve any Party of liability in the case of Fraud or willful misconduct fraud committed by such Party..
Appears in 1 contract
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations Acquiror and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of Acquiror, Merger Sub I and Merger Sub II; (div) except for the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and the representations and warranties in Article V Merger Sub Representations by Acquiror, Merger Sub I and Merger Sub II, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (ev) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by Acquiror, Merger Sub I and Merger Sub II and the other representations and warranties expressly made by a Person in Article V by Acquirorany Ancillary Agreement. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.103
Appears in 1 contract
Samples: Agreement and Plan of Merger (North Mountain Merger Corp.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions; (ciii) the representations and warranties in Article V SPAC Party Representations constitute the sole and exclusive representations and warranties of AcquirorSPAC and Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V SPAC Party Representations by Acquirorthe SPAC Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V SPAC Party Representations by Acquirorthe SPAC Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Except as otherwise expressly set forth in this Agreement, SPAC understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except for the Company Representations by the Company or as provided in any certificate delivered in accordance with Section 10.02(c), with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 12.16 shall relieve any Party of liability in the case of Fraud or willful misconduct actual and intentional fraud committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (AltC Acquisition Corp.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; , (bii) the representations and warranties of PubCo, IndiaCo, Blade India and Merger Sub in Article III constitute the sole and exclusive representations and warranties of the Principal Shareholders, PubCo, IndiaCo, Blade India and Merger Sub in connection with the Transactions, (iii) the representations and warranties of DSAQ in Article IV constitute the sole and exclusive representations and warranties of the Company DSAQ in connection with the Transactions; , (c) the representations and warranties in Article V constitute the sole and exclusive representations and warranties of Acquiror; (div) except for the representations and warranties of the Principal Shareholders, PubCo, IndiaCo, Blade India and Merger Sub in Article IV by the Company III and the representations and warranties of DSAQ in Article V by AcquirorIV, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (iA) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), ) and (iiB) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); ) and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties of PubCo, IndiaCo, Blade India and Merger Sub in Article IV by the Company III and the representations and warranties of DSAQ in Article V by AcquirorIV. The foregoing does not limit Except as otherwise expressly set forth in this Agreement, DSAQ understands and agrees that any rights assets, properties and business of the Blade Group are furnished “as is,” “where is” and subject to and except for the representations and warranties of PubCo, IndiaCo, Blade India and Merger Sub in Article III or as provided in any certificate delivered in accordance with Section 8.03(e) with all faults and without any other representation or warranty of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereofnature whatsoever. Nothing in this Section 11.16 10.17(a) shall relieve any Party of liability in the case of Actual Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Business Combination Agreement (Direct Selling Acquisition Corp.)
Acknowledgements. Each Without prejudice to the terms otherwise agreed in writing by the applicable parties, each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties in respect of the Company in connection with the Transactionsand its Subsidiaries; (cb) the representations and warranties in Article V constitute the sole and exclusive representations and warranties in respect of AcquirorListCo and Merger Sub; (dc) except for the representations and warranties referred to in Article IV by the Company and the representations and warranties in Article V by Acquirorforegoing clauses (a) to (b), none of the Parties or any other Person (including any of the Non-Recourse Parties) makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ed) each neither Party and nor any of its respective Affiliates are not is relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe Warrantors. The foregoing does not limit any rights of any Party (or any other Person party to any other Transaction Agreements) pursuant to any other Transaction Agreement against any other Party (or any other Person party to any other Transaction Agreements) pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing in this Section 11.16 11.17 shall relieve any Party of liability in the case of Fraud or willful misconduct fraud committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fuwei Films (Holdings), Co. Ltd.)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective SubsidiariesAffiliates) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the TransactionsTransactions contemplated hereby; (ciii) the representations and warranties in Article V SPAC Representations constitute the sole and exclusive representations and warranties of AcquirorSPAC in connection with the Transactions contemplated hereby; (div) except for the representations and warranties in Article IV Company Representations by the Company Company, and the representations and warranties in Article V SPAC Representations by AcquirorSPAC, none of the Parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party hereto (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including those (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party hereto (or any Party’s SubsidiariesAffiliates), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party hereto (or its SubsidiariesAffiliates), or the quality, quantity or condition of any Party’s or its SubsidiariesAffiliates’ assets) are specifically and expressly disclaimed by all Parties hereto and their respective Subsidiaries Affiliates and all other Persons (including the Representatives and Affiliates of any Party hereto or its Subsidiaries); and (ev) each Party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, and the representations and warranties in Article V SPAC Representations by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such PartySPAC.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kingswood Acquisition Corp.)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions; (c) the representations and warranties in Article V constitute the sole and exclusive representations and warranties of Acquirorthe Acquiror Parties; (d) except for the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe Acquiror Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (e) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe Acquiror Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seven Oaks Acquisition Corp.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions; (ciii) the representations and warranties in Article V Acquiror Party Representations constitute the sole and exclusive representations and warranties of Acquiror, First Merger Sub and Second Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V Acquiror Party Representations by Acquirorthe Acquiror Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V Acquiror Party Representations by Acquirorthe Acquiror Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except for the Company Representations by the Company or as provided in any certificate delivered in accordance with Section 10.02(c), with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 12.16(a) shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hudson Executive Investment Corp.)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective and, in the case of the Company, its Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties in respect of the Company in connection with the Transactionsand its Subsidiaries; (ciii) the representations and warranties in Article V constitute the sole and exclusive representations and warranties in respect of AcquirorSPAC; (div) except for the representations and warranties in Article IV by the Company and the representations and warranties in Article V by AcquirorSPAC, none of the Parties or any other Person (including any of the Non-Recourse Parties) makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each neither Party and nor any of its respective Affiliates are not is relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by AcquirorSPAC. The foregoing does not limit any rights of any Party (or any other Person party to any other Transaction Agreements) pursuant to any other Transaction Agreement against any other Party (or any other Person party to any other Transaction Agreements) pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Metal Sky Star Acquisition Corp)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations Acquiror and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations Acquiror and warranties in Article V Merger Sub Representations by AcquirorAcquiror and Merger Sub, respectively, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (ev) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by Acquiror and Merger Sub and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Person in the case of Fraud or willful misconduct committed by such PartySubscription Agreements, the Sponsor Agreement, the Support Agreements and the Registration Rights Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ArcLight Clean Transition Corp.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; , (bii) the representations and warranties of Parent, Polestar Singapore, Polestar Sweden, ListCo and Merger Sub in Article III and Article IV constitute the sole and exclusive representations and warranties of Parent, Polestar Singapore, Polestar Sweden, ListCo and Merger Sub in connection with the Transactions, (iii) the representations and warranties of GG in Article IV constitute the sole and exclusive representations and warranties of the Company GG in connection with the Transactions; , (c) the representations and warranties in Article V constitute the sole and exclusive representations and warranties of Acquiror; (div) except for the representations and warranties of Parent, Polestar Singapore, Polestar Sweden, ListCo and Merger Sub in Article III and Article IV by the Company and the representations and warranties of GG in Article V by AcquirorIV, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries (including, for the avoidance of doubt, the Company and its Subsidiaries)), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries (including, for the avoidance of doubt, the Company and its Subsidiaries) or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (iA) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries (including, for the avoidance of doubt, the Company and its Subsidiaries), ) and (iiB) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries (including, for the avoidance of doubt, the Company and its Subsidiaries)), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assetsassets (including, for the avoidance of doubt, the assets of the Company and its Subsidiaries)) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries (including, for the avoidance of doubt, the Company and its Subsidiaries); ) and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties of Parent, Polestar Singapore, Polestar Sweden, ListCo and Merger Sub in Article III and Article IV by the Company and the representations and warranties of GG in Article V by AcquirorIV. The foregoing does not limit Except as otherwise expressly set forth in this Agreement, GG understands and agrees that any rights assets, properties and business of the Company and its Subsidiaries are furnished “as is,” “where is” and subject to and except for the representations and warranties of Parent, Polestar Singapore, Polestar Sweden, ListCo and Merger Sub in Article III and Article IV or as provided in any certificate delivered in accordance with Section 9.03(d) with all faults and without any other representation or warranty of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereofnature whatsoever. Nothing in this Section 11.16 11.17(a) shall relieve any Party of liability in the case of Actual Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Business Combination Agreement (Gores Guggenheim, Inc.)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (c) the representations Parent and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorParent, First Merger Sub and Second Merger Sub; (d) except for the representations and warranties in Article IV Company Representations by the Company and the representations Parent and warranties in Article V Merger Sub Representations by AcquirorParent, First Merger Sub and Second Merger Sub, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (e) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Parent and Merger Sub Representations by Parent, First Merger Sub and Second Merger Sub and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Person in the case of Fraud or willful misconduct committed by such PartySupport Agreements and the A&R Registration Rights Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gores Metropoulos, Inc.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties of the Company in Article IV constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations and warranties of Plum and Merger Sub in Article V and Article VI constitute the sole and exclusive representations and warranties of AcquirorPlum and Merger Sub; (div) except for the representations and warranties of the Company in Article IV by the Company and the representations and warranties of Plum and Merger Sub in Article V by Acquirorand Article VI, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties of the Company in Article IV by the Company and the representations and warranties of Plum and Merger Sub in Article V and Article VI, and the other representations and warranties expressly made by Acquirora Person in the Sponsor Letter Agreement, the Registration Rights Agreement, and the Company Lock-Up Agreements. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement Document against any other Party pursuant to such Transaction Agreement Document to which it is a party or of which it is an express third-third party beneficiary thereofbeneficiary. Nothing Except as otherwise expressly set forth in this Agreement, Xxxx understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is,” “where is” and subject to and except for the representations and warranties of the Company in Article IV or as provided in any certificate delivered in accordance with Section 11.16 shall relieve 10.03(d)(i) with all faults and without any Party other representation or warranty of liability in the case of Fraud or willful misconduct committed by such Partyany nature whatsoever.
Appears in 1 contract
Samples: Business Combination Agreement (Plum Acquisition Corp. I)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective and, in the case of the Company, its Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties in respect of the Company in connection with the TransactionsGroup Companies; (ciii) the representations and warranties in Article V constitute the sole and exclusive representations and warranties in respect of AcquirorSPAC; (div) except for the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe SPAC, none of the Parties or any other Person (including any of the Non-Recourse Parties) makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” the Virtual Data Room, management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each neither Party and nor any of its respective Affiliates are not is relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe SPAC. The foregoing does not limit any rights of any Party (or any other Person party to any other Transaction Agreements) pursuant to any other Transaction Agreement against any other Party (or any other Person party to any other Transaction Agreements) pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blue Ocean Acquisition Corp)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations and warranties in Article V Acquiror Party Representations constitute the sole and exclusive representations and warranties of Acquiror, First Merger Sub and Second Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V Acquiror Party Representations by Acquirorthe Acquiror Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V Acquiror Party Representations by Acquirorthe Acquiror Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except for the Company Representations by the Company or as provided in any certificate delivered in accordance with Section 10.02(c), with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 12.16(a) shall relieve any Party of liability in the case of Fraud or willful misconduct fraud committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Churchill Capital Corp III)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company and Merger Sub in connection with the Transactions; (ciii) the representations and warranties in Article V Quantum Representations constitute the sole and exclusive representations and warranties of AcquirorQuantum in connection with the Transactions; (div) except for the representations and warranties in Article IV Company Representations by the Company and Merger Sub and the representations and warranties in Article V Quantum Representations by AcquirorQuantum, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company and Merger Sub and the representations and warranties in Article V Quantum Representations by AcquirorQuantum. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement Document against any other Party pursuant to such Transaction Agreement Document to which it is a party or an express third-third party beneficiary thereof. Except as otherwise expressly set forth in this Agreement, Quantum understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except for the Company Representations by the Company and Merger Sub or as provided in any certificate delivered in accordance with Section 11.02(c), with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 13.16(a) shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quantum FinTech Acquisition Corp)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective and, in the case of the Company, its Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV (as modified by the Schedules) constitute the sole and exclusive representations and warranties in respect of the Company in connection with the Transactionsand its Subsidiaries; (ciii) the representations and warranties in Article V constitute the sole and exclusive representations and warranties in respect of AcquirorSPAC; (div) except for the representations and warranties in Article IV by the Company (as modified by the Schedules) and the representations and warranties in Article V by Acquirorthe SPAC, none of the Parties or any other Person (including any of the Non-Recourse Parties) makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each neither Party and nor any of its respective Affiliates are not is relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV (as modified by the Schedules) by the Company and the representations and warranties in Article V by Acquirorthe SPAC. The foregoing does not limit any rights of any Party (or any other Person party to any other Transaction Agreements) pursuant to any other Transaction Agreement against any other Party (or any other Person party to any other Transaction Agreements) pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct fraud committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Poema Global Holdings Corp.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties of the Target Group Companies contained in Article IV VI constitute the sole and exclusive representations and warranties of the Company Target Companies in connection with the Transactions; (ciii) the representations and warranties in Article V Rigel Representations constitute the sole and exclusive representations and warranties of AcquirorRigel; (div) except for the representations and warranties in Article IV Target Company Representations by the Company Target Companies and the representations and warranties in Article V Rigel Representations by AcquirorRigel, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Target Company Representations by the Company Target Companies and the representations and warranties in Article V Rigel Representations by AcquirorRxxxx. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Except as otherwise expressly set forth in this Agreement, Rxxxx understands and agrees that any assets, properties and business of the Target Companies and their respective Subsidiaries are furnished “as is”, “where is” and subject to and except for the Target Company Representations by the Target Companies or as provided in any certificate delivered in accordance with Section 11.02(c), with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 13.16(a) shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Business Combination Agreement (Rigel Resource Acquisition Corp.)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective and, in the case of the Company, its Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties in respect of the Company in connection with the Transactionsand its Subsidiaries; (ciii) the representations and warranties in Article V constitute the sole and exclusive representations and warranties in respect of AcquirorAcquiror and Merger Subs; (div) except for the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe Acquiror Parties, none of the Parties or any other Person (including any of the Non-Recourse Parties) makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each neither Party and nor any of its respective Affiliates are not is relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe Acquiror Parties. The foregoing does not limit any rights of any Party (or any other Person party to any other Transaction Agreements) pursuant to any other Transaction Agreement against any other Party (or any other Person party to any other Transaction Agreements) pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by against the Party committing such PartyFraud.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ION Acquisition Corp 2 Ltd.)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and and, to its knowledge, has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations Company Representations are solely made by the Company and warranties in Article IV constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions; (ciii) the representations Acquiror Party Representations are solely made by the Acquiror Parties and warranties in Article V constitute the sole and exclusive representations and warranties of Acquiror, First Merger Sub and Second Merger Sub in connection with the Transactions; and (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations and warranties in Article V Acquiror Party Representations by Acquirorthe Acquiror Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (e) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Except as otherwise expressly set forth in this Agreement, each Party understands and agrees that any assets, properties and business of each other Party and its Subsidiaries are furnished “as is”, “where is” and subject to and except for the Company Representations by the Company or the Acquiror Party Representations by the Acquiror Parties (as applicable), or as provided in any certificate delivered in accordance with Section 10.02(c) or Section 10.03(c) (as applicable), with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section 11.16 12.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Supernova Partners Acquisition Company, Inc.)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations Acquiror and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by the representations Acquiror and warranties in Article V by AcquirorMerger Sub, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (ev) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by Acquiror and Merger Sub and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Person in the case of Fraud or willful misconduct committed by such PartySubscription Agreements, the Sponsor Agreement, the Support Agreements, the Stockholders Agreement and the Registration Rights Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Trine Acquisition Corp.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the Fathom Representations constitute the sole and exclusive representations and warranties in Article IV of Fathom; (iii) the Altimar Representations constitute the sole and exclusive representations and warranties of Altimar; (iv) the Fathom Blocker Representations constitute the sole and exclusive representations and warranties of the Company in connection with the TransactionsFathom Blockers; (c) the representations and warranties in Article V constitute the sole and exclusive representations and warranties of Acquiror; (dv) except for the representations and warranties in Article IV Fathom Representations by Fathom, the Altimar Representations by the Company Altimar Parties and the representations and warranties in Article V Fathom Blocker Representations by Acquirorthe Fathom Blockers, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (evi) each Party and its respective Affiliates have not relied and are not relying on any representations and warranties (or the omission of any representations) in connection with the Transactions except the representations and warranties in Article IV Fathom Representations by Fathom, the Altimar Representations by the Company Altimar Parties and the representations Fathom Blocker Representations by the Fathom Blockers, and warranties in Article V by Acquirorthe certifications pursuant to Section 11.02(d) or Section 11.03(d). The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Business Combination Agreement (Altimar Acquisition Corp. II)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective and, in the case of the Company, its Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties in respect of the Company in connection with the Transactionsand its Subsidiaries; (ciii) the representations and warranties in Article V constitute the sole and exclusive representations and warranties in respect of AcquirorAcquiror and the Merger Subs; (div) except for the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe Acquiror Parties, none of the Parties or any other Person (including any of the Non-Recourse Parties) makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each neither Party and nor any of its respective Affiliates are not is relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe Acquiror Parties. The foregoing does not limit any rights of any Party (or any other Person party to any other Transaction Agreements) pursuant to any other Transaction Agreement against any other Party (or any other Person party to any other Transaction Agreements) pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Starboard Value Acquisition Corp.)
Acknowledgements. (a) Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV BCG Representations constitute the sole and exclusive representations and warranties of the Company in connection with the TransactionsBCG Parties; (ciii) the representations and warranties in Article V Avalon Representations constitute the sole and exclusive representations and warranties of AcquirorAvalon; (div) except for the representations and warranties in Article IV BCG Representations by the Company BCG Parties and the representations and warranties in Article V Avalon Representations by AcquirorAxxxxx, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (ev) each Party and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV BCG Representations by the Company BCG Parties and the representations and warranties in Article V Avalon Representations by AcquirorAxxxxx. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing Except as otherwise expressly set forth in this Agreement, Axxxxx understands and agrees that any assets, properties and business of BCG and its Subsidiaries are furnished “as is”, “where is” and subject to and except for the BCG Representations by the BCG Parties or as provided in any certificate delivered in accordance with Section 11.16 shall relieve 10.02(c), with all faults and without any Party other representation or warranty of liability in the case of Fraud or willful misconduct committed by such Partyany nature whatsoever.
Appears in 1 contract
Samples: Business Combination Agreement (Avalon Acquisition Inc.)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations Acquiror and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by the representations Acquiror and warranties in Article V by AcquirorMerger Sub, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries party's Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “"data rooms,” " management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Party’s party's Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Party’s party's or its Subsidiaries’ ' assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (ev) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by Acquiror and Merger Sub and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Person in the case of Fraud or willful misconduct committed by such PartySubscription Agreements, the Sponsor Agreement, the Support Agreements, the Stockholders Agreement and the Registration Rights Agreement.
Appears in 1 contract
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations Acquiror and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and the Merger Subs; (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations Acquiror and warranties in Article V Merger Sub Representations by AcquirorAcquiror and the Merger Subs, respectively, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (ev) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by Acquiror and each Merger Sub and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Person in the case of Fraud or willful misconduct committed by such PartySupport Agreements and the Registration Rights Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. II)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations Acquiror and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and the representations Merger Sub Representations by Acquiror and warranties in Article V by AcquirorMerger Sub, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (ev) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by Acquiror and Merger Sub and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Person in the case of Fraud or willful misconduct committed by such PartySubscription Agreements, the Sponsor Agreement and the Support Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Graf Industrial Corp.)
Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective and, in the case of the Company, its Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties in respect of the Company in connection with the Transactionsand its Subsidiaries; (c) the representations and warranties in Article V constitute the sole and exclusive representations and warranties in respect of AcquirorListCo, Merger Sub and Merger Sub II; (d) except for the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe ListCo, Merger Sub and Merger Sub II, none of the Parties or any other Person (including any of the Non-Recourse Parties) makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (e) each neither Party and nor any of its respective Affiliates are not is relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by the Company and the representations and warranties in Article V by Acquirorthe ListCo, Merger Sub and Merger Sub II. The foregoing does not limit any rights of any Party (or any other Person party to any other Transaction Agreements) pursuant to any other Transaction Agreement against any other Party (or any other Person party to any other Transaction Agreements) pursuant to such Transaction Agreement to which it is a party or an express third-third party beneficiary thereof. Nothing in this Section 11.16 11.17 shall relieve any Party of liability in the case of Fraud or willful misconduct fraud committed by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (RISE Education Cayman LTD)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations Acquiror and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations Acquiror and warranties in Article V Merger Sub Representations by AcquirorAcquiror and Merger Sub, respectively, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (ev) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by Acquiror and Merger Sub and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Person in the case of Fraud or willful misconduct committed by such PartySubscription Agreements, the Support Agreements, the Master Services and Supply Agreement and the Registration Rights Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Good Works Acquisition Corp.)
Acknowledgements. Each of the Parties parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that that: (ai) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties parties (and their respective Subsidiaries) for purposes of conducting such investigation; (bii) the representations and warranties in Article IV Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the Transactionstransactions contemplated hereby; (ciii) the representations Acquiror and warranties in Article V Merger Sub Representations constitute the sole and exclusive representations and warranties of AcquirorAcquiror and the Merger Sub; (div) except for the representations and warranties in Article IV Company Representations by the Company and the representations Acquiror and warranties in Article V Merger Sub Representations by AcquirorAcquiror and the Merger Sub, respectively, none of the Parties parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party party hereto (or any Partyparty’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries Affiliates) or the Transactions transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (ix) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party party hereto (or any Partyparty’s Subsidiaries), and (iiy) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party party hereto (or its Subsidiaries), or the quality, quantity or condition of any Partyparty’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party party hereto or its Subsidiaries); and (ev) each Party party hereto and its respective Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV Company Representations by the Company Company, the Acquiror and Merger Sub Representations by Acquiror and Merger Sub and the other representations and warranties in Article V expressly made by Acquiror. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability Person in the case of Fraud or willful misconduct committed by such PartyAncillary Agreements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. III)
