Common use of Investigation; No Other Representations Clause in Contracts

Investigation; No Other Representations. (a) Each Parent Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 5 contracts

Samples: Business Combination Agreement (Digital Health Acquisition Corp.), Business Combination Agreement (Digital Health Acquisition Corp.), Business Combination Agreement (HealthCor Catalio Acquisition Corp.)

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Investigation; No Other Representations. (a) Each Parent Partyof the Company Parties, on its their own behalf and on behalf of its their respective Representatives, acknowledges, represents, warrants and agrees that (i) it has they have conducted its their own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospectsprospects of, of the Group Companies Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Group Companies Parent Parties and their respective businesses and operations as it the Company Parties and its their respective Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 4 contracts

Samples: Business Combination Agreement (Digital Health Acquisition Corp.), Business Combination Agreement (Digital Health Acquisition Corp.), Business Combination Agreement (Digital Health Acquisition Corp.)

Investigation; No Other Representations. (a) Each Parent PartyThe Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospectsprospects of, of the Group Companies ARYA Parties and (ii) it has been furnished with or given access to such documents and information about the Group Companies ARYA Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 4 contracts

Samples: Business Combination Agreement (Cerevel Therapeutics Holdings, Inc.), Subscription Agreement (ARYA Sciences Acquisition Corp II), Subscription Agreement (ARYA Sciences Acquisition Corp III)

Investigation; No Other Representations. (a) Each Parent ARYA Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 4 contracts

Samples: Subscription Agreement (ARYA Sciences Acquisition Corp II), Business Combination Agreement (ARYA Sciences Acquisition Corp IV), Business Combination Agreement (Cerevel Therapeutics Holdings, Inc.)

Investigation; No Other Representations. (a) Each Parent PartyThe Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects, prospects of the Group Companies SPAC Parties, and (ii) it has been furnished with or given access to such documents and information about the Group Companies SPAC Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents to which it is or will be a party and the transactions contemplated hereby and thereby.

Appears in 3 contracts

Samples: Business Combination Agreement (Phoenix Biotech Acquisition Corp.), Business Combination Agreement (Atlantic Coastal Acquisition Corp. II), Business Combination Agreement and Plan of Reorganization (Phoenix Biotech Acquisition Corp.)

Investigation; No Other Representations. (a) Each Parent SPAC Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospectsprospects of, of the Group Companies Company and its Subsidiaries, and (ii) it has been furnished with or given access to such documents and information about the Group Companies Company, its Subsidiaries and their respective businesses and operations the Business as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents to which it is or will be a party and the transactions contemplated hereby and thereby.

Appears in 3 contracts

Samples: Business Combination Agreement (Atlantic Coastal Acquisition Corp. II), Business Combination Agreement (Phoenix Biotech Acquisition Corp.), Business Combination Agreement and Plan of Reorganization (Phoenix Biotech Acquisition Corp.)

Investigation; No Other Representations. (a) Each Parent MEOA Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Business Combination Agreement (Minority Equality Opportunities Acquisition Inc.), Business Combination Agreement (Digerati Technologies, Inc.)

Investigation; No Other Representations. (a) Each Parent Longview Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Business Combination Agreement (Longview Acquisition Corp. II), Business Combination Agreement (Longview Acquisition Corp.)

Investigation; No Other Representations. (a) Each Parent PartyThe Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects, prospects of the Group Companies Acquiror Parties and (ii) it has been furnished with or given access to such documents and information about the Group Companies Acquiror Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, Agreement and the Ancillary Documents and the transactions contemplated hereby and therebyconsummation of the Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Adit EdTech Acquisition Corp.), Agreement and Plan of Merger (Akerna Corp.)

Investigation; No Other Representations. (a) Each Parent HighCape Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Business Combination Agreement (HighCape Capital Acquisition Corp.), Business Combination Agreement (HighCape Capital Acquisition Corp.)

Investigation; No Other Representations. (a) Each Parent Priveterra Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospectsprospects of, of the Group Companies Company and its Subsidiaries, and (ii) it has been furnished with or given access to such documents and information about the Group Companies Company, its Subsidiaries and their respective businesses and operations the Business as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents to which it is or will be a party and the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Business Combination Agreement (Strathspey Crown Holdings Group, LLC), Registration Rights Agreement (Priveterra Acquisition Corp.)

Investigation; No Other Representations. (a) Each Parent Dragoneer Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Business Combination Agreement (Dragoneer Growth Opportunities Corp.), Business Combination Agreement (Dragoneer Growth Opportunities Corp. II)

Investigation; No Other Representations. (a) Each Parent PartyThe Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospectsprospects of, of the Group Companies Longview Parties and (ii) it has been furnished with or given access to such documents and information about the Group Companies Longview Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Business Combination Agreement (Longview Acquisition Corp. II), Business Combination Agreement (Longview Acquisition Corp.)

Investigation; No Other Representations. (a) Each Parent PartyThe Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospectsprospects of, of the Group Companies Dragoneer Parties and (ii) it has been furnished with or given access to such documents and information about the Group Companies Dragoneer Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Business Combination Agreement (Dragoneer Growth Opportunities Corp. II), Business Combination Agreement (Dragoneer Growth Opportunities Corp.)

Investigation; No Other Representations. (a) Each Parent Pathfinder Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Business Combination Agreement (Pathfinder Acquisition Corp), Business Combination Agreement (Pathfinder Acquisition Corp)

Investigation; No Other Representations. (a) Each Parent PartyThe Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospectsprospects of, of the Group Companies MEOA Parties and (ii) it has been furnished with or given access to such documents and information about the Group Companies MEOA Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Business Combination Agreement (Digerati Technologies, Inc.), Business Combination Agreement (Minority Equality Opportunities Acquisition Inc.)

Investigation; No Other Representations. (a) Each Parent PartyThe Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects, prospects of the Group Companies Priveterra Parties, and (ii) it has been furnished with or given access to such documents and information about the Group Companies Priveterra Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Business Combination Agreement (Strathspey Crown Holdings Group, LLC), Registration Rights Agreement (Priveterra Acquisition Corp.)

Investigation; No Other Representations. (a) Each Parent SOAC Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Business Combination Agreement (Sustainable Opportunities Acquisition Corp.)

Investigation; No Other Representations. (a) Each Parent PartyThe Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospectsprospects of, of the Group Companies ACAH Parties and (ii) it has been furnished with or given access to such documents and information about the Group Companies ACAH Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Registration Rights Agreement (Atlantic Coastal Acquisition Corp.)

Investigation; No Other Representations. (a) Each Parent Such Acquiror Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, prospects of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (FinServ Acquisition Corp.)

Investigation; No Other Representations. (a) Each Parent PartyThe Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects, prospects of the Group Companies DYNS Parties, and (ii) it has been furnished with or given access to such documents and information about the Group Companies DYNS Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Company Stockholder Support Agreement (Dynamics Special Purpose Corp.)

Investigation; No Other Representations. (a) Each Parent BHAC Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Business Combination Agreement (Focus Impact BH3 Acquisition Co)

Investigation; No Other Representations. (a) Each Parent ENVI Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Business Combination Agreement (Environmental Impact Acquisition Corp)

Investigation; No Other Representations. (a) Each Parent Company Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospectsprospects of, of the Group Companies SLAM and (ii) it has been furnished with or given access to such documents and information about the Group Companies SLAM and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Business Combination Agreement (Slam Corp.)

Investigation; No Other Representations. (a) Each Parent AMHC Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Subscription Agreement (Amplitude Healthcare Acquisition Corp)

Investigation; No Other Representations. (a) Each Parent PartyThe Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, prospects of the Group Companies 7GC Parties and (ii) it has been furnished with or given access to such documents and information about the Group Companies 7GC Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (7GC & Co. Holdings Inc.)

Investigation; No Other Representations. (a) Each Parent SPAC Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions.

Appears in 1 contract

Samples: Transaction Agreement (DPCM Capital, Inc.)

Investigation; No Other Representations. (a) Each Parent PartyThe Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospectsprospects of, of the Group Companies BHAC Parties and (ii) it has been furnished with or given access to such documents and information about the Group Companies BHAC Parties and their respective its businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Business Combination Agreement (Focus Impact BH3 Acquisition Co)

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Investigation; No Other Representations. (a) Each Parent Capstar Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Business Combination Agreement (Capstar Special Purpose Acquisition Corp.)

Investigation; No Other Representations. (a) Each Parent PartyThe Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospectsprospects of, of the Group Companies Listed Parties and (ii) it has been furnished with or given access to such documents and information about the Group Companies Listed Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

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

Investigation; No Other Representations. (a) Each Parent Tailwind Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Business Combination Agreement (Tailwind Acquisition Corp.)

Investigation; No Other Representations. (a) Each Parent Such Rotor Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, prospects of the Group Companies (including the Business) and (ii) it has been furnished provided with or given access to such certain documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rotor Acquisition Corp.)

Investigation; No Other Representations. (a) Each Parent PartyParent, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospectsprospects of, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Business Combination Agreement (Oaktree Acquisition Corp. II)

Investigation; No Other Representations. (a) Each Parent Pioneer Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, and based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, prospects of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Business Combination Agreement (Pioneer Merger Corp.)

Investigation; No Other Representations. (a) Each Parent JAWS Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Business Combination Agreement (Jaws Acquisition Corp.)

Investigation; No Other Representations. (a) Each Parent DYNS Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospectsprospects of, of the Group Companies Company and its Subsidiaries, and (ii) it has been furnished with or given access to such documents and information about the Group Companies Company, its Subsidiaries and their respective businesses and operations the Business as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents to which it is or will be a party and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Company Stockholder Support Agreement (Dynamics Special Purpose Corp.)

Investigation; No Other Representations. (a) Each Parent Acquiror Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects, prospects of the Company Group Companies and (ii) it has been furnished with or given access to such documents and information about the Company Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, Agreement and the Ancillary Documents and the transactions contemplated hereby and therebyconsummation of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Akerna Corp.)

Investigation; No Other Representations. (a) Each Parent Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies Company and (ii) it has been furnished with or given access to such documents and information about the Group Companies Company and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Transaction Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Big Cypress Acquisition Corp.)

Investigation; No Other Representations. (a) Each Parent CPUH Party, on its own behalf and on behalf of its Affiliates and Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospectsprospects of, of the Group Companies Company and its Subsidiaries, and (ii) it has been furnished with or given access to such documents and information about the Group Companies Company, its Subsidiaries and their respective businesses and operations the Business as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents to which it is or will be a party and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Business Combination Agreement (Compute Health Acquisition Corp.)

Investigation; No Other Representations. (a) Each Parent JAWS Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies Company and (ii) it has been furnished with or given access to such documents and information about the Group Companies Company and their respective businesses its business and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Business Combination Agreement (JAWS Spitfire Acquisition Corp)

Investigation; No Other Representations. (a) Each Parent PartyThe Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospectsprospects of, of the Group Companies JAWS Parties and (ii) it has been furnished with or given access to such documents and information about the Group Companies JAWS Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Business Combination Agreement (JAWS Spitfire Acquisition Corp)

Investigation; No Other Representations. (a) Each Parent PartyThe Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects, prospects of the Group Companies Acquirer Parties and (ii) it has been furnished with or given access to such documents and information about the Group Companies Acquirer Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, Agreement and the Ancillary Documents and the transactions contemplated hereby and therebyconsummation of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Assure Holdings Corp.)

Investigation; No Other Representations. (a) Each Parent PartyThe Company Parties, on its their own behalf and on behalf of its their respective Representatives, acknowledges, represents, warrants and agrees that (i) it has they have conducted its their own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospectsprospects of, of the Group Companies Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Group Companies Parent Parties and their respective businesses and operations as it the Company Parties and its their respective Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Business Combination Agreement (HealthCor Catalio Acquisition Corp.)

Investigation; No Other Representations. (a) Each Parent Acquirer Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects, prospects of the Company Group Companies and (ii) it has been furnished with or given access to such documents and information about the Company Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, Agreement and the Ancillary Documents and the transactions contemplated hereby and therebyconsummation of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Assure Holdings Corp.)

Investigation; No Other Representations. (a) Each Parent PartyGroup Company, on its own behalf and on behalf of its respective Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospectsprospects of, of the Group Companies SPAC Parties and (ii) it has been furnished with or given access to such documents and information about the Group Companies SPAC Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions.

Appears in 1 contract

Samples: Transaction Agreement (DPCM Capital, Inc.)

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