Common use of No Additional Representation or Warranties Clause in Contracts

No Additional Representation or Warranties. Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 9 contracts

Samples: Agreement and Plan of Merger (Social Capital Hedosophia Holdings Corp. V), Agreement and Plan of Merger (ACE Convergence Acquisition Corp.), Agreement and Plan of Merger (Colonnade Acquisition Corp.)

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No Additional Representation or Warranties. Except as provided in this Article V, neither Acquiror nor Merger Sub nor none of the Company, any of its Subsidiaries or any of their respective Affiliatesaffiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives representatives, has made, or is making, any representation or warranty whatsoever to the Company Investor or its Affiliates affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company Investor or its Affiliatesaffiliates. Without limiting the foregoing, the Company Investor acknowledges that the Company Investor and its advisors, advisors have made their own investigation of Acquiror, Merger Sub the Company and their respective its Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub the Company or any of their respective its Subsidiaries, or the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub the Company and their respective its Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquirorthe Company, Merger Sub any of its Subsidiaries or any of their Affiliates respective affiliates, or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (Biotech Acquisition Co), Common Stock Purchase Agreement (ACE Convergence Acquisition Corp.), Common Stock Purchase Agreement (Inflection Point Acquisition Corp.)

No Additional Representation or Warranties. Except as provided in this Article V, neither Acquiror nor Merger Sub nor any of their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholdersstockholders, partners, members or representatives or otherwise.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Inpixon), Registration Rights Agreement (Broadscale Acquisition Corp.), Agreement and Plan of Merger (KINS Technology Group, Inc.)

No Additional Representation or Warranties. Except as expressly provided in this Article VVI and Article VII, neither Acquiror nor Merger Sub nor none of Acquiror, any their respective of its Affiliates, nor or any of their respective directors, managers, officers, employees, stockholdersshareholders, partners, members or representatives Representatives has made, or is making, any representation or warranty whatsoever to the Company Company, any Seller or its Affiliates respective Affiliates, and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company Company, any Seller or its respective Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub Acquiror and their respective Subsidiaries each Acquisition Entity and, except as provided in this Article VAgreement, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub Acquiror or any of their respective SubsidiariesAcquiror Entity, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries Acquiror or any Acquiror Entity as conducted after the Share Exchange Closing, as contained in any materials provided by Acquiror, Merger Sub Acquiror or any of their its Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives Representatives or otherwise.

Appears in 4 contracts

Samples: Business Combination Agreement (Prime Number Holding LTD), Business Combination Agreement (Prime Number Holding LTD), Business Combination Agreement (Prime Number Acquisition I Corp.)

No Additional Representation or Warranties. Except as provided in and this Article VIV, neither Acquiror nor Merger Sub the Company nor any their respective of its Affiliates, nor any of their respective directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company Acquiror or its Merger Sub or their Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company Acquiror or its Merger Sub or their Affiliates. Without limiting the foregoing, the The Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the equity or assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (NextGen Acquisition Corp. II), Agreement and Plan of Merger (NextGen Acquisition Corp), Agreement and Plan of Merger (Xos, Inc.)

No Additional Representation or Warranties. Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges Acquiror and Merger Sub acknowledge that the Company Acquiror and its Merger Sub and their respective advisors, have made their own investigation of Acquiror, Merger Sub the Company and their respective its Subsidiaries and, except as provided in this Article VIV, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective the Company and its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub the Company and their respective its Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquirorthe Company, Merger Sub its Subsidiaries or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (NextGen Acquisition Corp), Agreement and Plan of Merger (Xos, Inc.), Agreement and Plan of Merger (NextGen Acquisition Corp. II)

No Additional Representation or Warranties. Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholdersstockholders, partners, members or representatives or otherwise.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Welsbach Technology Metals Acquisition Corp.), Agreement and Plan of Merger (Welsbach Technology Metals Acquisition Corp.)

No Additional Representation or Warranties. Except as provided in this Article VV or in any Ancillary Agreement, neither Acquiror Acquiror, First Merger Sub nor Second Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, shareholders, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, First Merger Sub or Second Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, First Merger Sub or Second Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, First Merger Sub or Second Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, First Merger Sub or Second Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 2 contracts

Samples: Business Combination Agreement (Freedom Acquisition I Corp.), Business Combination Agreement (Freedom Acquisition I Corp.)

No Additional Representation or Warranties. Except as provided in this Article VIV, neither Acquiror nor Merger Sub nor none of Inpixon, the Company, any of their respective Affiliates, nor or any of their respective directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company Acquiror or its Merger Sub or their Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company Acquiror or its Merger Sub or their Affiliates. Without limiting the foregoing, the Company acknowledges Acquiror and Merger Sub acknowledge that the Company Acquiror and its advisors, have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries the Business Entities and, except as provided in this Article VIV, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub the Business Entities or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub the Business Entities and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub the Business Entities or any of their Affiliates or any of their respective directors, officers, employees, shareholdersstockholders, partners, members or representatives or otherwise.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (KINS Technology Group, Inc.), Agreement and Plan of Merger (Inpixon)

No Additional Representation or Warranties. Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, advisors have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholdersstockholders, partners, members or representatives or otherwise.

Appears in 1 contract

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

No Additional Representation or Warranties. Except as provided in this Article VVI, neither Acquiror nor none of Acquiror, Merger Sub, Blocker Sub nor or the Blocker Merger Subs or any of their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub Sub, Blocker Sub, the Blocker Merger Subs and their respective Subsidiaries and, except as provided in this Article VVI, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub Sub, Blocker Sub, the Blocker Merger Subs or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub Sub, Blocker Sub, the Blocker Merger Subs and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub Sub, Blocker Sub, the Blocker Merger Subs or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aspirational Consumer Lifestyle Corp.)

No Additional Representation or Warranties. Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, shareholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Growth for Good Acquisition Corp)

No Additional Representation or Warranties. Except as provided in this Article VIII, neither Acquiror nor Merger Sub nor none of the BT Companies or any of their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives has made, or is making, any express or implied representation or warranty whatsoever to the Company PubCo or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company PubCo or its Affiliates. Without limiting the foregoing, the Company acknowledges BT Companies acknowledge that the Company and its BT Companies, together with their respective advisors, have made their own investigation of Acquiror, Merger Sub PubCo and their respective its Subsidiaries and, except as provided in this Article VIV, are is not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub PubCo or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub PubCo and their respective its Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub PubCo or any of their its Affiliates or any of their respective directors, officers, employees, shareholdersstockholders, partners, members or representatives or otherwise.

Appears in 1 contract

Samples: Transaction Agreement (GSR II Meteora Acquisition Corp.)

No Additional Representation or Warranties. Except as provided in this Article V, neither Acquiror nor Parent and Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates acknowledge and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges agree that the Company (a) Parent and its advisors, advisors have made their own investigation of Acquirorthe Company, (b) except for the representations and warranties of the Company set forth in Article 4, Parent and Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiariesthe Company, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries the Company as conducted after the Closing, as contained in Closing or the accuracy or completeness of any materials information provided by Acquiror, to Parent or Merger Sub or by the Company, any of their Affiliates its Affiliates, or any of their respective directors, managers, officers, employees, shareholdersequityholders, partners, members members, managers or representatives and (c) the representations and warranties of the Company set forth in Article 4 constitute the sole and exclusive representations and warranties of the Company and all other representations and warranties of any kind or otherwise.nature, whether oral or written, whether consisting of statements (or omissions) or information, whether direct or indirect and whether expressed or implied, of the Company, any of its Affiliates, or any of their respective directors, managers, officers, employees, equityholders, partners, members, managers or representatives regarding the Company are hereby expressly disclaimed by Xxxxxx and Merger Sub. 45

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inpixon)

No Additional Representation or Warranties. Except as provided in this Article VIII, neither Acquiror nor Merger Sub the Company, its Subsidiaries, nor any of their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives Representatives has made, or is making, any representation or warranty whatsoever to the Company Acquiror, Merger Sub or its Affiliates their Affiliates, and except as provided in Article III, no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company Acquiror, Merger Sub or its their respective Affiliates. Without limiting the foregoing, the Company acknowledges Acquiror and Merger Sub acknowledge that the Company Acquiror and its Merger Sub, together with their respective advisors, have made their own investigation of Acquiror, Merger Sub the Company and their respective its Subsidiaries and, except as provided in this Article VIII, are is not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub the Company or any of their respective its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub the Company and their respective its Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub the Company or any of their its Affiliates or any of their respective directors, officers, employees, shareholdersstockholders, partners, members or representatives Representatives or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CF Finance Acquisition Corp. III)

No Additional Representation or Warranties. Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, advisors have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 1 contract

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

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No Additional Representation or Warranties. Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, advisors have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholdersstockholders, partners, members or representatives or otherwise.. 57

Appears in 1 contract

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

No Additional Representation or Warranties. Except as provided in and this Article VIII, neither Acquiror nor Merger Sub no Member nor any their respective of his, her or its Affiliates, nor any of their respective directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to any member of the Company or its Affiliates Acquiror Group and no such party shall be liable in respect of the accuracy or completeness of any information provided to any member of the Company or its AffiliatesAcquiror Group. Without limiting the foregoing, the Company Each Member acknowledges that the Company he, she or it and its their respective advisors, have made their own investigation of Acquiror, Merger Sub the Purchasers, Obagi and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the equity or assets of Acquiror, Merger Sub the Purchasers, Obagi or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub the Purchasers, Obagi and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates the Purchasers, Obagi or any of their respective Affiliates, directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 1 contract

Samples: Equity Purchase Agreement (Waldencast Acquisition Corp.)

No Additional Representation or Warranties. Except as provided in this Article V, neither Acquiror nor Merger Sub nor any of their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Reinvent Technology Partners)

No Additional Representation or Warranties. Except as provided in this Article V, neither Acquiror nor any Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub Subs and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub Subs or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub Subs and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub Subs or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (dMY Technology Group, Inc. IV)

No Additional Representation or Warranties. Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, shareholders, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by 60 Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 1 contract

Samples: Registration Rights Agreement (Perception Capital Corp. II)

No Additional Representation or Warranties. Except as provided in this Article VIV, neither Acquiror nor Merger Sub the Company nor any their respective of its Affiliates, nor any of their respective directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company Acquiror or its Merger Sub or their Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company Acquiror or its Merger Sub or their Affiliates. Without limiting the foregoing, the The Company acknowledges that the Company and its advisors, advisors have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the equity or assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 1 contract

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

No Additional Representation or Warranties. Except as provided in this Article V, neither Acquiror Parent nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of AcquirorParent, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of AcquirorParent, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of AcquirorParent, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by AcquirorParent, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Merger (Nebula Caravel Acquisition Corp.)

No Additional Representation or Warranties. Except as provided in Article III and this Article VIV, neither Acquiror nor Merger Sub the Company nor any their respective of its Affiliates, nor any of their respective directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to Acquiror or the Company Purchasers or its their Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to Acquiror or the Company Purchasers or its their Affiliates. Without limiting the foregoing, the The Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub the Purchasers and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the equity or assets of Acquiror, Merger Sub the Purchasers or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub the Purchasers and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub the Purchasers or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 1 contract

Samples: Equity Purchase Agreement (Waldencast Acquisition Corp.)

No Additional Representation or Warranties. Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, advisors have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, managers, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 1 contract

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

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