Common use of Entire Agreement; No Other Representations Clause in Contracts

Entire Agreement; No Other Representations. This Agreement (including any exhibits hereto), the Company Disclosure Letter and the Confidentiality Agreement, dated June 9, 2007, between the Company and The Blackstone Group (the “Confidentiality Agreement”) constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PARENT AND MERGER SUB NOR THE COMPANY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR AS TO THE ACCURACY OR COMPLETENESS OF ANY OTHER INFORMATION, MADE BY, OR MADE AVAILABLE BY, ITSELF OR ANY OF ITS REPRESENTATIVES, WITH RESPECT TO, OR IN CONNECTION WITH, THE NEGOTIATION, EXECUTION OR DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Djo Inc), Agreement and Plan of Merger (ReAble Therapeutics Finance LLC)

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Entire Agreement; No Other Representations. This Agreement (including any annexes, schedules and exhibits hereto), the Company Disclosure Letter and Schedules, the Confidentiality Purchaser Disclosure Schedules, the Nondisclosure Agreement, dated as of June 911, 20072008, between Providence Equity Asia Limited and Company, and the Nondisclosure Agreement, dated as of June 11, 2008, between Newbridge International Investment Ltd and Company and The Blackstone Group (the “Confidentiality AgreementAgreements”) constitute the entire agreement, agreement by and among the parties hereto and supersede all other prior agreements, understandings, representations and warranties warranties, both written and oral, among the parties, with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PARENT AND MERGER SUB PURCHASER NOR THE COMPANY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR AS TO THE ACCURACY OR COMPLETENESS OF ANY OTHER INFORMATION, WARRANTIES MADE BY, OR MADE AVAILABLE BY, BY ITSELF OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH RESPECT TO, OR IN CONNECTION WITH, TO THE NEGOTIATION, EXECUTION OR AND DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYOFFER, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER’S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING.

Appears in 2 contracts

Samples: Acquisition Agreement (Ayala Corp), Acquisition Agreement (eTelecare Global Solutions, Inc.)

Entire Agreement; No Other Representations. This Agreement (including any exhibits hereto), Sicor Disclosure Schedules, the Company Teva Disclosure Letter Schedules and the Confidentiality and Standstill Agreement, dated June 919, 20072003, between the Company Teva and The Blackstone Group Sicor, as amended (the "Confidentiality Agreement”) "), constitute the entire agreementagreement by and among the parties hereto, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PARENT TEVA AND MERGER SUB NOR THE COMPANY SICOR MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR AS TO THE ACCURACY OR COMPLETENESS OF ANY OTHER INFORMATION, WARRANTIES MADE BY, OR MADE AVAILABLE BY, BY ITSELF OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH RESPECT TO, OR IN CONNECTION WITH, TO THE NEGOTIATION, EXECUTION OR AND DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER'S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)

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Entire Agreement; No Other Representations. This Agreement (including any exhibits hereto), Sicor Disclosure Schedules, the Company Teva Disclosure Letter Schedules and the Confidentiality and Standstill Agreement, dated June 919, 20072003, between the Company Teva and The Blackstone Group Sicor, as amended (the “Confidentiality Agreement”) ), constitute the entire agreementagreement by and among the parties hereto, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PARENT TEVA AND MERGER SUB NOR THE COMPANY SICOR MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR AS TO THE ACCURACY OR COMPLETENESS OF ANY OTHER INFORMATION, WARRANTIES MADE BY, OR MADE AVAILABLE BY, BY ITSELF OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH RESPECT TO, OR IN CONNECTION WITH, TO THE NEGOTIATION, EXECUTION OR AND DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER’S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sicor Inc)

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