Common use of Independent Investigation Clause in Contracts

Independent Investigation. Each of Pubco and Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco and Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub pursuant hereto, and the information provided by or on behalf of the Company, the Sellers or Purchaser for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser or their respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub pursuant hereto.

Appears in 4 contracts

Samples: Business Combination Agreement (Edoc Acquisition Corp.), Business Combination Agreement (Hainan Manaslu Acquisition Corp.), Business Combination Agreement (Proficient Alpha Acquisition Corp)

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Independent Investigation. Each of Pubco and Merger Sub Such Seller has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Purchaser, Pubco and Purchaser Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Purchaser, Pubco and Purchaser Merger Sub for such purpose. Each of Pubco and Merger Sub Such Seller acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the CompanyPurchaser, the Sellers Pubco and Purchaser Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub such Seller pursuant hereto, and the information provided by or on behalf of the CompanyPurchaser, the Sellers Pubco or Purchaser Merger Sub for the Registration Statement; and (b) none of the CompanyPurchaser, the SellersPubco, Purchaser Merger Sub or their respective Representatives have made any representation or warranty as to the Target CompaniesPurchaser, the SellersPubco, Purchaser Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub such Seller pursuant hereto.

Appears in 3 contracts

Samples: Business Combination Agreement (Hainan Manaslu Acquisition Corp.), Business Combination Agreement (Proficient Alpha Acquisition Corp), Business Combination Agreement (Proficient Alpha Acquisition Corp)

Independent Investigation. Each of Pubco and Merger Sub The Company has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Target Companies Purchaser and Purchaser Merger Sub, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Purchaser and Purchaser Merger Sub for such purpose. Each of Pubco and Merger Sub The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Purchaser and Purchaser Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub the Company pursuant hereto, and the information provided by or on behalf of the Company, the Sellers or Purchaser for the Registration Proxy Statement; and (b) none of the CompanyPurchaser, the Sellers, Purchaser Merger Sub or any of their respective Representatives have made any representation or warranty as to the Target CompaniesPurchaser, the Sellers, Purchaser Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub the Company pursuant hereto, or with respect to the information provided by or on behalf of the Company for the Proxy Statement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Digital Ally, Inc.), Agreement and Plan of Merger (Aesther Healthcare Acquisition Corp.), Agreement and Plan of Merger (Clover Leaf Capital Corp.)

Independent Investigation. Each of Pubco and Merger Sub Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Companies, Pubco and Purchaser Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Companies, Pubco and Purchaser Merger Sub for such purpose. Each of Pubco and Merger Sub Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Sellers, Pubco and Purchaser Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub Purchaser pursuant hereto, and the information provided by or on behalf of the Company, the Sellers Sellers, Pubco or Purchaser Merger Sub for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub Purchaser pursuant hereto.

Appears in 3 contracts

Samples: Business Combination Agreement (Hainan Manaslu Acquisition Corp.), Business Combination Agreement (Proficient Alpha Acquisition Corp), Business Combination Agreement (Proficient Alpha Acquisition Corp)

Independent Investigation. Each of Pubco and Merger Sub The Company Stockholder has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Target Companies Purchaser and Purchaser Merger Sub, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Purchaser and Purchaser Merger Sub for such purpose. Each of Pubco and Merger Sub The Company Stockholder acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Purchaser and Purchaser Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub the Company Stockholder pursuant hereto, and the information provided by or on behalf of the Company, the Sellers or Purchaser for the Registration Proxy Statement; and (b) none of the CompanyPurchaser, the Sellers, Purchaser Merger Sub or any of their respective Representatives have made any representation or warranty as to the Target CompaniesPurchaser, the Sellers, Purchaser Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub the Company Stockholder pursuant hereto, or with respect to the information provided by or on behalf of the Company Stockholder for the Proxy Statement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Clover Leaf Capital Corp.), Agreement and Plan of Merger (Digital Ally, Inc.), Agreement and Plan of Merger (Aesther Healthcare Acquisition Corp.)

Independent Investigation. Each of Pubco Pubco, First Merger Sub and Second Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco Pubco, First Merger Sub and Second Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Company and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco Pubco, First Merger Sub or Second Merger Sub pursuant hereto, and the information provided by or on behalf of the Company, the Sellers Company or Purchaser for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser or their respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco Pubco, First Merger Sub or Second Merger Sub pursuant hereto.

Appears in 3 contracts

Samples: Business Combination Agreement (East Stone Acquisition Corp), Business Combination Agreement (Tristar Acquisition I Corp.), Business Combination Agreement (Finnovate Acquisition Corp.)

Independent Investigation. Each of Pubco and Merger Sub Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Companies, Pubco, First Merger Sub and Purchaser Second Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Companies, Pubco, First Merger Sub and Purchaser Second Merger Sub for such purpose. Each of Pubco and Merger Sub Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Pubco, First Merger Sub and Purchaser Second Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub Purchaser pursuant hereto, and the information provided by or on behalf of the Company, the Sellers or Purchaser Pubco, First Merger Sub and Second Merger Sub for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser or their Company and its respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub Purchaser pursuant hereto.

Appears in 3 contracts

Samples: Business Combination Agreement (East Stone Acquisition Corp), Business Combination Agreement (Finnovate Acquisition Corp.), Business Combination Agreement (Tristar Acquisition I Corp.)

Independent Investigation. Each of Pubco and Merger Sub The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Purchaser, Pubco and Purchaser Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Purchaser, Pubco and Purchaser Merger Sub for such purpose. Each of Pubco and Merger Sub The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the CompanyPurchaser, the Sellers Pubco and Purchaser Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub the Company pursuant hereto, and the information provided by or on behalf of the CompanyPurchaser, the Sellers Pubco or Purchaser Merger Sub for the Registration Statement; and (b) none of the CompanyPurchaser, the SellersPubco, Purchaser Merger Sub or their respective Representatives have made any representation or warranty as to the Target CompaniesPurchaser, the Sellers, Purchaser Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub Company pursuant hereto.

Appears in 2 contracts

Samples: Business Combination Agreement (Twelve Seas Investment Co), Business Combination Agreement (Hainan Manaslu Acquisition Corp.)

Independent Investigation. Each of Pubco and Merger Sub The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Purchaser, Pubco, First Merger Sub and Purchaser Second Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Purchaser, Pubco, First Merger Sub and Purchaser Second Merger Sub for such purpose. Each of Pubco and Merger Sub The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the CompanyPurchaser, the Sellers Pubco, First Merger Sub and Purchaser Second Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub the Company pursuant hereto, and the information provided by or on behalf of the CompanyPurchaser, the Sellers Pubco, First Merger Sub or Purchaser Second Merger Sub for the Registration Statement; and (b) none of the CompanyPurchaser, the SellersPubco, Purchaser First Merger Sub or Second Merger Sub or their respective Representatives have made any representation or warranty as to the Target CompaniesPurchaser, the SellersPubco, Purchaser First Merger Sub or Second Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub Company pursuant hereto.

Appears in 2 contracts

Samples: Business Combination Agreement (East Stone Acquisition Corp), Business Combination Agreement (Finnovate Acquisition Corp.)

Independent Investigation. Each of Pubco and Merger Sub Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) or assets condition, software, technology and prospects of the Target Companies Business, which investigation, review and analysis was done by Purchaser and its Affiliates and representatives. Purchaser acknowledges that it has and its representatives have been provided adequate access to the personnel, properties, assets, premises, books premises and records, and other documents and data records of the Target Companies and Purchaser Business for such purpose. Each of Pubco and Merger Sub acknowledges and agrees that: (a) in making its decision to enter In entering into this Agreement and to consummate the transactions contemplated herebyAgreement, Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller or its own investigation and representatives (except the express representations and warranties of contained in ARTICLE IV or in any other Transaction Document). Except for the Company, representations and warranties contained in ARTICLE IV or in the Sellers other Transaction Documents and Purchaser the indemnification obligations set forth in this Agreement ARTICLE IX hereof, neither Seller (including all officers and employees of Seller) nor any Other Seller (including all officers and employees of any Other Seller) will have or be subject to any Liability or indemnification obligation to Purchaser or any other Person for any information provided or made available to Purchaser or its representatives relating to the related portions Business or otherwise in expectation of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub pursuant hereto, and the information provided transactions contemplated by or on behalf of the Company, the Sellers or Purchaser for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser or their respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the confidential memorandum or other material prepared by Xxxxxx Xxxxxx Partners, LLC related portions of to the Company Disclosure Schedules Business and the any information, document, or material made available to Purchaser Disclosure Schedulesor its counsel or other representatives in Purchaser’s due diligence review, including in certain “data rooms” (electronic or otherwise) or in any certificate delivered to Pubco or Merger Sub pursuant heretomanagement presentations.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Agilent Technologies Inc), Intellectual Property Matters Agreement (JDS Uniphase Corp /Ca/)

Independent Investigation. Each of Pubco and Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco and Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Company and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub pursuant hereto, and the information provided by or on behalf of the Company, the Sellers or Purchaser for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser or their respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (Tiberius Acquisition Corp)

Independent Investigation. Each of Pubco and the Company, Pubco, SPV Holdco, Merger Sub I, Merger Sub II and Dooboo has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser SPAC, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies SPAC and Purchaser Pubco for such purpose. Each of Pubco and the Company, Pubco, SPV Holdco, Merger Sub I, Merger Sub II and Dooboo acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated herebyTransactions, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers and Purchaser SPAC set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser SPAC Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub the Company pursuant hereto, and the information provided by or on behalf of the Company, the Sellers or Purchaser SPAC for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser SPAC or their respective its Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser SPAC or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser SPAC Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub Company pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (Rosecliff Acquisition Corp I)

Independent Investigation. Each of Pubco and Merger Sub SPAC has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Companies, Pubco, First Merger Sub and Purchaser Second Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Companies, Pubco, First Merger Sub and Purchaser Second Merger Sub for such purpose. Each of Pubco and Merger Sub SPAC acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Pubco, First Merger Sub and Purchaser Second Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub SPAC pursuant hereto, and the information provided by or on behalf of the Company, the Sellers or Purchaser Pubco, First Merger Sub and Second Merger Sub for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser or their Company and its respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub SPAC pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (AIB Acquisition Corp)

Independent Investigation. Each of Pubco and Merger Sub Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Companies, Pubco and Purchaser Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Companies, Pubco and Purchaser Merger Sub for such purpose. Each of Pubco and Merger Sub Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and the Ancillary Documents and to consummate the transactions Transactions contemplated herebyhereby and thereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Sellers, Pubco and Purchaser Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub Purchaser pursuant hereto, and the information provided by or on behalf of the Company, the Sellers Sellers, Pubco or Purchaser Merger Sub for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub Purchaser pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (Edoc Acquisition Corp.)

Independent Investigation. Each of Pubco Pubco, First Merger Sub and Second Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser SPAC and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser SPAC for such purpose. Each of Pubco Pubco, First Merger Sub and Second Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Company and Purchaser SPAC set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser SPAC Disclosure Schedules) and in any certificate delivered to Pubco Pubco, First Merger Sub or Second Merger Sub pursuant hereto, and the information provided by or on behalf of the Company, the Sellers Company or Purchaser SPAC for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser SPAC or their respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser SPAC or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser SPAC Disclosure Schedules) or in any certificate delivered to Pubco Pubco, First Merger Sub or Second Merger Sub pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (AIB Acquisition Corp)

Independent Investigation. Each of Pubco and Merger Sub The Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Target Companies and Purchaser Companies, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco and Merger Sub The Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated herebyTransactions, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers and Purchaser Company set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules(as defined below)) and in any certificate delivered to Pubco or Merger Sub the Purchaser pursuant hereto, and the information provided by or on behalf of the Company, the Sellers or Purchaser Company for the Registration StatementProxy Statement (as defined below); and (b) none of the Company, the Sellers, Purchaser or their Company nor its respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and Schedules) or in any certificate delivered to the Purchaser pursuant hereto, or with respect to the information provided by or on behalf of the Company for the Proxy Statement; and (c) all representations and warranties not expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules) or in any certificate delivered to Pubco the Purchaser pursuant hereto or Merger Sub pursuant heretoprovided by or on behalf of the Company for the Proxy Statement are hereby disclaimed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Twelve Seas Investment Co. II)

Independent Investigation. Each of Pubco and Merger Sub The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies SPAC, Pubco, First Merger Sub and Purchaser Second Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies SPAC, Pubco, First Merger Sub and Purchaser Second Merger Sub for such purpose. Each of Pubco and Merger Sub The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the CompanySPAC, the Sellers Pubco, First Merger Sub and Purchaser Second Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser SPAC Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub the Company pursuant hereto, and the information provided by or on behalf of the CompanySPAC, the Sellers Pubco, First Merger Sub or Purchaser Second Merger Sub for the Registration Statement; and (b) none of the CompanySPAC, the SellersPubco, Purchaser First Merger Sub or Second Merger Sub or their respective Representatives have made any representation or warranty as to the Target CompaniesSPAC, the SellersPubco, Purchaser First Merger Sub or Second Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser SPAC Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub Company pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (AIB Acquisition Corp)

Independent Investigation. Each of Pubco and Merger Sub The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Purchaser, Pubco and Purchaser Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Purchaser, Pubco and Purchaser Merger Sub for such purpose. Each of Pubco and Merger Sub The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the CompanyPurchaser, the Sellers Pubco and Purchaser Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub the Company pursuant hereto, and the information provided by or on behalf of the CompanyPurchaser, the Sellers Pubco or Purchaser Merger Sub for the Registration Statement; and (b) none of the CompanyPurchaser, the SellersPubco, Purchaser Merger Sub or their respective Representatives have made any representation or warranty as to the Target CompaniesPurchaser, the Sellers, Purchaser Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub Company pursuant hereto. Notwithstanding the foregoing (but subject to Sections 12.1 and 12.2), nothing in this Section 6.28 shall limit or impair any Person’s remedies or rights, or shall be deemed a waiver of any claims, related to Fraud.

Appears in 1 contract

Samples: Business Combination Agreement (Evo Acquisition Corp)

Independent Investigation. Each of Pubco and Merger Sub The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Purchaser, Pubco, First Merger Sub and Purchaser Second Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Purchaser, Pubco, First Merger Sub and Purchaser Second Merger Sub for such purpose. Each of Pubco and Merger Sub The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the CompanyPurchaser, the Sellers Pubco, First Merger Sub and Purchaser Second Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub the Company pursuant hereto, and the information provided by or on behalf of the CompanyPurchaser, the Sellers Pubco, First Merger Sub or Purchaser Second Merger Sub for the Registration Statement; and (b) none of the CompanyPurchaser, the SellersPubco, Purchaser First Merger Sub or Second Merger Sub or their respective Representatives have made any representation or warranty as to the Target CompaniesPurchaser, the SellersPubco, Purchaser First Merger Sub or Second Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub Company pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (Tristar Acquisition I Corp.)

Independent Investigation. Each of Pubco and Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser DMAC and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser DMAC for such purpose. Each of Pubco and Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers and Purchaser DMAC set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser DMAC Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub pursuant hereto, and the information provided by or on behalf of the Company, the Sellers or Purchaser DMAC for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser DMAC or their respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser DMAC or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser DMAC Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (Deep Medicine Acquisition Corp.)

Independent Investigation. Each of Pubco and Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Company and Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Company and Purchaser for such purpose. Each of Pubco and Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub pursuant hereto, and the information provided by or on behalf of the Company, the Sellers or Purchaser for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser or their respective Representatives have made any representation or warranty as to the Target CompaniesCompany, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (Twelve Seas Investment Co)

Independent Investigation. Each of Pubco and Merger Sub The Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Target Companies and Purchaser Companies, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco and Merger Sub The Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and each Ancillary Document to which it is or will be a party and to consummate the transactions contemplated herebyhereby and thereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers and Purchaser Company set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub the Purchaser pursuant hereto, and the information provided by or on behalf of the Company, the Sellers or Purchaser Company for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser Company or their respective its Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser or this AgreementAgreement or any of the Ancillary Documents to which it is or will be a party or the transactions contemplated hereby and thereby, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub the Purchaser pursuant hereto, in such Ancillary Document or with respect to the information provided by or on behalf of the Company for the Registration Statement or the Proxy Statement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Malacca Straits Acquisition Co LTD)

Independent Investigation. Each of Pubco and Merger Sub Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Companies, Pubco, First Merger Sub and Purchaser Second Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Companies, Pubco, First Merger Sub and Purchaser Second Merger Sub for such purpose. Each of Pubco and Merger Sub Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions Transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Pubco, First Merger Sub and Purchaser Second Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub Purchaser pursuant hereto, and the information provided by or on behalf of the Company, the Sellers or Purchaser Pubco, First Merger Sub and Second Merger Sub for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser or their Company and its respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub Purchaser pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (Golden Star Acquisition Corp)

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Independent Investigation. Each of Pubco and Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco and Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Seller and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub pursuant hereto, and the information provided by or on behalf of the Company, the Sellers Seller or Purchaser for the Registration Statement; and (b) none of the Company, the SellersSeller, Purchaser or their respective Representatives have made any representation or warranty as to the Target Companies, the SellersSeller, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (East Stone Acquisition Corp)

Independent Investigation. Each of Pubco Seller and Seller Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Purchaser and Purchaser Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco Seller and Seller Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco Seller or Seller Merger Sub pursuant hereto, and the information provided by or on behalf of the Company, the Sellers or Purchaser for the Registration Statement; and (b) none of neither the Company, the Sellers, Purchaser or their respective nor its Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco Seller or Seller Merger Sub pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (Quadro Acquisition One Corp.)

Independent Investigation. Each of Pubco and Merger Sub Subs has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco and the Merger Sub Subs acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Company and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or either Merger Sub pursuant hereto, and the information provided by or on behalf of the Company, the Sellers hereto or Purchaser for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser or their respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or either Merger Sub pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (Far Peak Acquisition Corp)

Independent Investigation. Each of Pubco and Merger Sub The Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Companies, Pubco and Purchaser Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Companies, Pubco and Purchaser Merger Sub for such purpose. Each of Pubco and Merger Sub The Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Sellers, Pubco and Purchaser Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub the Purchaser pursuant hereto, and the information provided by or on behalf of the Company, the Sellers or Purchaser Sellers, Pubco and Merger Sub for the Registration Statement; and (b) none of the Company, Company and the Sellers, Purchaser Sellers or their respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub the Purchaser pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (East Stone Acquisition Corp)

Independent Investigation. Each of Pubco Pubco, First Merger Sub and Second Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco Pubco, First Merger Sub and Second Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions Transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Company and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco Pubco, First Merger Sub or Second Merger Sub pursuant hereto, and the information provided by or on behalf of the Company, the Sellers Company or Purchaser for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser or their respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco Pubco, First Merger Sub or Second Merger Sub pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (Golden Star Acquisition Corp)

Independent Investigation. Each of Pubco and Merger each Pubco Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco and Merger each Pubco Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Company and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger a Pubco Sub pursuant hereto, and the information provided by or on behalf of the Company, the Sellers or Purchaser for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser or their respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger any Pubco Sub pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (Healthwell Acquisition Corp. I)

Independent Investigation. Each of Pubco and Merger Sub Seller has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or and assets of the Target Companies Purchaser, Pubco and Purchaser Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Purchaser, Pubco and Purchaser Merger Sub for such purpose. Each of Pubco and Merger Sub Seller acknowledges and agrees that: (ai) in making its decision to enter into this Agreement Joinder and become a party to the Business Combination Agreement, and to consummate the transactions contemplated herebyhereby and thereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers and Purchaser set forth in this Article IV of the Business Combination Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub Seller pursuant heretothe Business Combination Agreement; and (ii) none of Purchaser, and the information provided by or on behalf of the Company, the Sellers or Purchaser for the Registration Statement; and (b) none of the CompanyPubco, the Sellers, Purchaser Merger Sub or their respective Representatives have made any representation or warranty as to the Target CompaniesPurchaser, the SellersCompany, Purchaser Pubco or Merger Sub or this Joinder or the Business Combination Agreement, except as expressly set forth in this the Business Combination Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub Seller pursuant heretothereto.

Appears in 1 contract

Samples: Business Combination Agreement (Twelve Seas Investment Co)

Independent Investigation. Each of Pubco and Merger Sub The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Purchaser, Pubco and Purchaser Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Purchaser, Pubco and Purchaser Merger Sub for such purpose. Each of Pubco and Merger Sub The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the CompanyPurchaser, the Sellers Pubco and Purchaser Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub the Company pursuant hereto, and the information provided by or on behalf of the CompanyPurchaser, the Sellers Pubco or Purchaser Merger Sub for the Registration Statement; and (b) none of the CompanyPurchaser, the SellersPubco, Purchaser Merger Sub or their respective Representatives have made any representation or warranty as to the Target CompaniesPurchaser, the Sellers, Purchaser Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub Company pursuant hereto.. (40) Table of Contents

Appears in 1 contract

Samples: Business Combination Agreement (Proficient Alpha Acquisition Corp)

Independent Investigation. Each of Pubco and Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and the Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and the Purchaser for such purpose. Each of Pubco and Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers and the Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub pursuant hereto, and the information provided by or on behalf of the Company, the Sellers or the Purchaser for the Registration Statement; and (b) none of the Company, the Sellers, the Purchaser or their respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, the Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (East Stone Acquisition Corp)

Independent Investigation. Each of Pubco and Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco and Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub pursuant hereto, and the information provided by or on behalf of the Company, the Sellers or Purchaser for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser or their respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub pursuant hereto. Notwithstanding the foregoing (but subject to Sections 12.1 and 12.2), nothing in this Section 5.11 shall limit or impair any Person’s remedies or rights, or shall be deemed a waiver of any claims, related to Fraud.

Appears in 1 contract

Samples: Business Combination Agreement (Evo Acquisition Corp)

Independent Investigation. Each of Pubco and the Merger Sub Subs has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Lexasure Companies and Purchaser SPAC and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Lexasure Companies and Purchaser SPAC for such purpose. Each of Pubco and the Merger Sub Subs acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Company and Purchaser SPAC set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser SPAC Disclosure Schedules) and in any certificate delivered to Pubco or a Merger Sub pursuant hereto, and the information provided by or on behalf of the Company, the Sellers Company or Purchaser SPAC for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser SPAC or their respective Representatives have made any representation or warranty as to the Target Lexasure Companies, the Sellers, Purchaser SPAC or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser SPAC Disclosure Schedules) or in any certificate delivered to Pubco or a Merger Sub pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (Capitalworks Emerging Markets Acquisition Corp)

Independent Investigation. Each of Pubco the Purchaser and Merger Sub Holdings has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Target Companies and Purchaser the Seller, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser the Seller for such purpose. Each of Pubco the Purchaser and Merger Sub Holdings acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, Company and the Sellers and Purchaser Seller set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub Purchaser pursuant hereto, and the information provided by or on behalf of the Company, Company and the Sellers or Purchaser Seller for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser or Seller nor their respective Representatives have made any representation or warranty as to Target Companies or the Target CompaniesSeller, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub Purchaser pursuant hereto, or with respect to the information provided by or on behalf of the Company or the Seller for the Registration Statement.

Appears in 1 contract

Samples: Business Combination Agreement (Andina Acquisition Corp. III)

Independent Investigation. Each of Pubco and Merger Sub Without limiting Section 7.3(h) hereof, Malacca has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser Merger Sub for such purpose. Each of Pubco and Merger Sub Malacca acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Parent and Purchaser Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub Malacca pursuant hereto, and the information provided by or on behalf of the Company, the Sellers Company or Purchaser Parent for the Registration Statement; and (b) none of the Company, the SellersParent, Purchaser Merger Sub or their respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser Parent or Merger Sub or this AgreementAgreement or the transactions contemplated hereby, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub Malacca pursuant hereto, or with respect to the information provided by or on behalf of the Company or Parent for the Registration Statement.

Appears in 1 contract

Samples: Business Combination Agreement (Malacca Straits Acquisition Co LTD)

Independent Investigation. Each of Pubco and Merger Sub The Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Affiliates, Seller, and Purchaser Seller Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Affiliates, the Seller and Purchaser Seller Merger Sub for such purpose. Each of Pubco and Merger Sub The Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Seller and Purchaser Seller Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Seller Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub the Purchaser pursuant hereto, and the information provided by or on behalf of the CompanyTarget Affiliates, the Sellers Seller, the Sponsors, or Purchaser Seller Merger Sub for the Registration Statement; and (b) none of the CompanyTarget Affiliates, the SellersSeller, Purchaser the Sponsors, Seller Merger Sub or their respective Representatives have made any representation or warranty as to the Target CompaniesAffiliates, the SellersSeller, Purchaser the Sponsors, or Seller Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Seller Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub the Purchaser pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (Quadro Acquisition One Corp.)

Independent Investigation. Each of Pubco and Merger Sub SPAC has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or and assets of the Target Companies Lexasure Companies, Pubco and Purchaser the Merger Subs and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Lexasure Companies, Pubco and Purchaser the Merger Subs for such purpose. Each of Pubco and Merger Sub SPAC acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, the Sellers Company and Purchaser Pubco set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or Merger Sub SPAC pursuant hereto, and the information provided by or on behalf of the Company, Pubco or the Sellers or Purchaser Merger Subs for the Registration Statement; and (b) none of the Company, Pubco, the Sellers, Purchaser Merger Subs or their respective Representatives have made any representation or warranty as to the Target Lexasure Companies, Pubco or the Sellers, Purchaser Merger Subs or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco or Merger Sub SPAC pursuant hereto.

Appears in 1 contract

Samples: Business Combination Agreement (Capitalworks Emerging Markets Acquisition Corp)

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