Common use of No Additional Representations; Disclaimer Clause in Contracts

No Additional Representations; Disclaimer. (a) Purchaser acknowledges and agrees that neither Seller nor any of its Affiliates, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller or any of their respective Affiliates or representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the Assets, the Business and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements or as and to the extent required by this Agreement to be set forth in the Company Disclosure Schedule. Purchaser further agrees that neither Seller, nor any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, or any information, document or material made available to Purchaser or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews or any other form in expectation or anticipation of the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Equity Purchase Agreement, Equity Purchase Agreement (Lamar Media Corp/De), Equity Purchase Agreement (Lamar Media Corp/De)

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No Additional Representations; Disclaimer. (ai) Purchaser The Buyer acknowledges and agrees that neither none of the Company, any Seller nor or any of its Affiliates, counsel, advisors, consultants, agents or other representativesEquityholder Party, nor any other Person acting on behalf of the Company, any Seller or any of their respective Affiliates or representatives, the Equityholder Parties has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the Assetsor any of its Subsidiaries or their respective businesses or assets, the Business and the Assumed Liabilities) except as expressly set forth in this Agreement, as expressly set forth in any certificate delivered by the Transaction Agreements Company pursuant to Section 2B(iii) or as and to the extent required by this Agreement to be set forth in the Company Disclosure ScheduleLetter. Purchaser The Buyer further agrees that neither Seller, no Seller or other Equityholder Party nor any of its their respective direct or indirect Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), Agents will have or be subject to any liability to Purchaser the Buyer or any other Person resulting from the distribution to Purchaserthe Buyer, or Purchaserthe Buyer’s use of, any such information, or information and any information, document or material made available to Purchaser the Buyer or its Affiliates or their respectiveagents in that certain Information Packet, counseldated February, accountants2008, consultantsprepared by the Company and Credit Suisse Securities (USA) LLC, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews presentations or any other form in expectation or anticipation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Safety Products Holdings, Inc.)

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No Additional Representations; Disclaimer. (ai) Purchaser The Buyer acknowledges and agrees that neither none of the Company, any Seller nor or any of its Affiliates, counsel, advisors, consultants, agents or other representativesEquityholder Party, nor any other Person acting on behalf of the Company, any Seller or any of their respective Affiliates or representatives, the Equityholder Parties has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the Assetsor any of its Subsidiaries or their respective businesses or assets, the Business and the Assumed Liabilities) except as expressly set forth in this Agreement, as expressly set forth in any certificate delivered by the Transaction Agreements Company pursuant to Section 2B(iii) or as and to the extent required by this Agreement to be set forth in the Company Disclosure ScheduleLetter. Purchaser The Buyer further agrees that neither Seller, no Seller or other Equityholder Party nor any of its their respective direct or indirect Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), Agents will have or be subject to any liability to Purchaser the Buyer or any other Person resulting from the distribution to Purchaserthe Buyer, or Purchaser’s the Buyer's use of, any such information, or information and any information, document or material made available to Purchaser the Buyer or its Affiliates or their respectiveagents in that certain Information Packet, counseldated February, accountants2008, consultantsprepared by the Company and Credit Suisse Securities (USA) LLC, advisors, agents or other representatives in certain "data rooms" and online "data sites," management presentations, management interviews presentations or any other form in expectation or anticipation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Honeywell International Inc)

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