Common use of No Additional Representation or Warranties Clause in Contracts

No Additional Representation or Warranties. Except as expressly provided in this Article V, none of Acquiror, any of its Affiliates, or any of their respective directors, managers, officers, employees, 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, Acquiror acknowledges that the Acquiror and its advisors have made their own investigation of the Company and, except as expressly provided in Article IV, 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 the Company and its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company and its Subsidiaries as conducted after the Acquisition Closing, whether contained in any materials provided by the Company, its Subsidiaries or any of their respective Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or Representatives or otherwise.

Appears in 2 contracts

Samples: Business Combination Agreement (Bridgetown Holdings LTD), Business Combination Agreement (Bridgetown Holdings LTD)

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No Additional Representation or Warranties. Except as expressly provided in this Article V, none of Acquiror, neither Acquiror nor Merger Sub nor any of its their respective Affiliates, or nor any of their respective directors, managers, officers, employees, shareholders, partners, members or Representatives 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, Acquiror acknowledges that the Acquiror and its Merger Sub acknowledge that Acquiror and Merger Sub and their respective advisors have made their own investigation of the Company and its Subsidiaries and, except as expressly provided in Article IV, 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 the Company and its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company and its Subsidiaries as conducted after the Acquisition Closing, whether as contained in any materials provided by the Company, its Subsidiaries or any of their respective Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or Representatives representatives or otherwise.. 58

Appears in 1 contract

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

No Additional Representation or Warranties. Except as expressly provided in this Article V, none of Acquiror, neither Acquiror nor any of its Affiliates, or nor any of their respective directors, managers, officers, employees, shareholders, stockholders, partners, members or other 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 AffiliatesAffiliates and Representatives. Without limiting the foregoing, Acquiror the Company acknowledges that the Acquiror Company and its advisors advisors, have made their own investigation of the Company Acquiror and its Affiliates and, except as expressly provided in this Article IVV, 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 the Company and Acquiror or any of its SubsidiariesAffiliates, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company Acquiror and its Subsidiaries Affiliates as conducted after the Acquisition Closing, whether as contained in any materials provided by the CompanyAcquiror, its Subsidiaries or any of their respective its Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or other Representatives or otherwise.

Appears in 1 contract

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

No Additional Representation or Warranties. Except as expressly provided in this Article V, none of Acquiror, neither Acquiror nor any of its Affiliates, or nor any of their respective its directors, managers, officers, employees, shareholdersstockholders, partners, members or Representatives 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, Acquiror the Company acknowledges that the Acquiror Company and its advisors advisors, have made their own investigation of the Company Acquiror and its Subsidiaries and, except as expressly provided in this Article IVV, 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 the Company and Acquiror or any of its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company Acquiror and its it Subsidiaries as conducted after the Acquisition Closing, whether as contained in any materials provided by the Company, its Subsidiaries Acquiror or any of their respective its Affiliates or any of their respective directors, officers, employees, shareholdersstockholders, partners, members or Representatives representatives or otherwise.. 57

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Stratim Cloud Acquisition Corp.)

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No Additional Representation or Warranties. Except as expressly provided in this Article V, none of Acquiror, neither Acquiror nor Merger Sub nor any of its their respective Affiliates, or nor any of their respective directors, managers, officers, employees, shareholdersstockholders, partners, members or Representatives 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, Acquiror the Company acknowledges that the Acquiror Company and its advisors have made their own investigation of the Company Acquiror and Merger Sub and, except as expressly provided in this Article IVV, 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 the Company and its SubsidiariesAcquiror or Merger Sub, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company Acquiror, Merger Sub and its their respective Subsidiaries as conducted after the Acquisition Closing, whether as contained in any materials provided by the CompanyAcquiror, its Subsidiaries Merger Sub or any of their respective Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or Representatives representatives or otherwise.

Appears in 1 contract

Samples: Registration Rights Agreement (Northern Genesis Acquisition Corp. II)

No Additional Representation or Warranties. Except as expressly provided in this Article V, none neither Acquiror nor either of Acquiror, the Purchasers nor any of its their respective Affiliates, or nor any of their respective directors, managers, officers, employees, shareholdersstockholders, partners, members or Representatives 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, Acquiror acknowledges that the Acquiror and its advisors the Purchasers acknowledge that Acquiror and the Purchasers and their respective advisors, have made their own investigation of the Company and its Subsidiaries and, except as expressly provided in Article IV, 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 the Company and its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company and its Subsidiaries as conducted after the Acquisition Closing, whether as contained in any materials provided by the Members, the Company, its Subsidiaries or any of their respective Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or Representatives representatives or otherwise.

Appears in 1 contract

Samples: Equity Purchase Agreement (Waldencast Acquisition Corp.)

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