No Additional Representations and Warranties; No Outside Reliance Sample Clauses

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 6, and the representations and warranties as may be provided in the Ancillary Agreements, none of the Tuatara Parties nor any other Person acting on their respective behalf has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or thereby. None of the Tuatara Parties has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Tuatara Parties or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties whatsoever, oral or written, express or implied, at law or in equity, other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara Parties acknowledges and agrees that, except for the representations and warranties contained in Article 5 or as may be provided in the Ancillary Agreements, none of the Company or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company or the transactions contemplated hereunder, including in respect of the Company, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article 5 or as may be provided in the Ancillary Agreements. The Tuatara Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 shall limit remedies in the event of ...
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No Additional Representations and Warranties; No Outside Reliance. ​ ​ A-48 ARTICLE 7 COVENANTS OF THE COMPANY ​ ​ A-48 ​ ​ Section 7.01 ​ ​ Conduct of Business ​ ​ A-48 ​ ​ Section 7.02 ​ ​ Inspection ​ ​ A-50 ​ ​ Section 7.03 ​ ​ Termination of Certain Agreements ​ ​ A-51 ​ ​ Section 7.04 ​ ​ Trust Account Waiver ​ ​ A-51 ​ ​ Section 7.05 ​ ​ Company Stockholder Approval; Information Statement ​ ​ A-51 ​ ​ Section 7.06 ​ ​ [Intentionally Omitted] ​ ​ A-51 ​ ​ Section 7.07 ​ ​ Pre-Closing Actions ​ ​ A-51 ​ ​ Section 7.08 ​ ​ Section 280G Matters ​ ​ X-00 XXXXXXX 0 XXXXXXXXX XX XXXXXXX ​ ​ A-52 ​ ​ Section 8.01 ​ ​ Conduct of Business ​ ​ A-52 ​ ​ Section 8.02 ​ ​ Nasdaq Listing ​ ​ A-53 ​ ​ Section 8.03 ​ ​ PIPE Subscription Agreements ​ ​ A-53 ​ ​ Section 8.04 ​ ​ Section 16 of the Exchange Act ​ ​ A-53 ​ ​ Section 8.05 ​ ​ Issuance of Surviving Pubco Common Stock to Non-Redeeming Share Holders ​ ​ A-53 ARTICLE 9 JOINT COVENANTS ​ ​ A-53 ​ ​ Section 9.01 ​ ​ Efforts to Consummate ​ ​ A-53 ​ ​ Section 9.02 ​ ​ Indemnification and Insurance ​ ​ A-54 ​ ​ Section 9.03 ​ ​ Tax Matters ​ ​ A-55 ​ ​ Section 9.04 ​ ​ Proxy Statement; Registration Statement ​ ​ A-56 ​ ​ Section 9.05 ​ ​ Tuatara Shareholder Approval ​ ​ A-57 ​ ​ Section 9.06 ​ ​ Surviving Pubco Board of Directors ​ ​ A-58 ​ ​ Section 9.07 ​ ​ Trust Account ​ ​ A-58 A-3 TABLE OF CONTENTS ​ ​ ​ ​ ​ ​ Page ​ ​ Section 9.08 ​ ​ Form 8-K Filings ​ ​ A-58 ​ ​ Section 9.09 ​ ​ Incentive Equity Plan ​ ​ A-58 ​ ​ Section 9.10 ​ ​ No Shop ​ ​ A-58 ​ ​ Section 9.11 ​ ​ Notification of Certain Matters ​ ​ A-59 ARTICLE 10 CONDITIONS TO OBLIGATIONS ​ ​ A-59 ​ ​ Section 10.01 ​ ​ Conditions to Obligations of the Tuatara Parties and the Company ​ ​ A-59 ​ ​ Section 10.02 ​ ​ Conditions to Obligations of the Tuatara Parties ​ ​ A-60 ​ ​ Section 10.03 ​ ​ Conditions to the Obligations of the Company ​ ​ A-60 ​ ​ Section 10.04 ​ ​ Satisfaction of Conditions ​ ​ A-61 ARTICLE 11 TERMINATION/EFFECTIVENESS ​ ​ A-61 ​ ​ Section 11.01 ​ ​ Termination ​ ​ A-61 ​ ​ Section 11.02 ​ ​ Effect of Termination ​ ​ A-62 ARTICLE 12 MISCELLANEOUS ​ ​ A-62 ​ ​ Section 12.01 ​ ​ Non-Survival of Representations, Warranties and Covenants ​ ​ A-62 ​ ​ Section 12.02 ​ ​ Waiver ​ ​ A-62 ​ ​ Section 12.03 ​ ​ Notices ​ ​ A-62 ​ ​ Section 12.04 ​ ​ Assignment ​ ​ A-63 ​ ​ Section 12.05 ​ ​ Rights of Third Parties ​ ​ A-63 ​ ​ Section 12.06 ​ ​ Expenses ​ ​ A-64 ​ ​ Section 12.07 ​ ​ Governing Law ​ ​ A-64 ​ ​ Section 12.08 ​ ​ Captions; Counterparts ​ ​ A-64 ​ ​ Section 12.09 ​ ​ Entire Agreement ​ ​ A-64 ...
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Related to No Additional Representations and Warranties; No Outside Reliance

  • No Additional Representations and Warranties Except as otherwise expressly provided in this Article IV (as modified by the Company Schedules), the Company expressly disclaims any representations or warranties of any kind or nature, express or implied, including as to the condition, value or quality of the Company or the Company’s assets, and the Company specifically disclaims any representation or warranty with respect to merchantability, usage, suitability or fitness for any particular purpose with respect to the Company’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent, it being understood that such subject assets are being acquired “as is, where is” on the Closing Date, and in their present condition, and Acquiror and Merger Sub shall rely on their own examination and investigation thereof. None of the Company’s Affiliates or any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to Acquiror or its Affiliates, and no such party shall be liable in respect of the accuracy or completeness of any information provided to Acquiror or its Affiliates.

  • No Other Representations and Warranties; Non-Reliance Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).

  • Additional Representations and Warranties The representations and warranties regarding creation, perfection and priority of security interests in the Receivables, which are attached to this Agreement as Exhibit C, are true and correct to the extent they are applicable.

  • Representations and Warranties; No Default On the Amendment Effective Date, after giving effect to the amendment of the Loan and Security Agreement contemplated hereby:

  • Representations and Warranties of Participant The Participant represents and warrants to the Company that:

  • Reliance on Representations and Warranties Subscriber understands the Units are being offered and sold to Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

  • Representations and Warranties by You You represent and warrant that:

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Reassertion of Representations and Warranties, No Default The Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties contained in the Credit Agreement are true, correct and complete in all respects as of the date hereof as though made on and as of such date, except for changes permitted by the terms of the Credit Agreement, and (b) there will exist no Event of Default under the Credit Agreement as amended by this Amendment on such date which has not been waived by the Lender.

  • Representations and Warranties; No Event of Default The representations and warranties herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Agent or any Lender pursuant to the Financing Agreement or any other Loan Document on or immediately prior to the Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date), and no Default or Event of Default has occurred and is continuing as of the Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms.

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