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 their respective Representatives, or any other Person acting on behalf of either Seller, or any of their respective Representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Business or the Transferred Assets, except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be set forth in the Disclosure Letter. Purchaser further agrees that neither Seller, nor any of their direct or indirect Representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, and any information, document or material made available to Purchaser or its 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 2 contracts

Samples: Asset Purchase Agreement (Photomedex Inc), Asset Purchase Agreement (Mela Sciences, Inc. /Ny)

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No Additional Representations; Disclaimer. (ai) Purchaser Each party acknowledges and agrees that neither Seller none the other parties hereto, nor any of their respective Representatives, or any other Person acting on behalf of either Seller, any party hereto or any of their respective Representatives, Affiliates or representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Business such party or the Transferred Assetsany of its Subsidiaries or their respective businesses or assets, except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be set forth in the Seller Disclosure Letter. Purchaser Buyer and Buyer Sub each further agrees that neither none of Seller, nor any member of the Paper Group and/or any of their direct respective Affiliates or indirect Representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), representatives will have or be subject to any liability to Purchaser Buyer, Buyer Sub or any other Person resulting from the distribution to PurchaserBuyer, or PurchaserBuyer’s use of, any such information, information and any information, document or material made available to Purchaser Buyer or its Representatives Affiliates or 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 2 contracts

Samples: Purchase and Sale Agreement (Aldabra 2 Acquisition Corp.), Purchase and Sale Agreement (Boise Cascade Holdings, L.L.C.)

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No Additional Representations; Disclaimer. (a) Purchaser Buyer acknowledges and agrees that neither Seller no Seller, nor any of their respective RepresentativesAffiliates or representatives, or nor any other Person acting on behalf of either Seller, such Seller or any of their respective Representativesits Affiliates or representatives, has made any (and Buyer and its Affiliates have not relied on any) representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Business such Seller or the Transferred Assetsany of its businesses or assets, except as expressly set forth in this Agreement or as Agreement. Buyer further acknowledges and to the extent required by this Agreement to be set forth in the Disclosure Letter. Purchaser further agrees that neither no Seller, nor any of their direct respective Affiliates or indirect Representatives (representatives, nor any other Person acting on behalf of such Seller, or any of their directors, officers, employees, members, managers, partners, agents its Affiliates or otherwise)representatives, will have or be subject to any liability Liability to Purchaser Buyer or any other Person (other than for Fraud) resulting from the distribution to PurchaserBuyer, or PurchaserBuyer’s use of, any such information, and including any information, document documents, or material materials made available to Purchaser Buyer or its Representatives Affiliates or 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 1 contract

Samples: Asset Purchase Agreement (Landec Corp \Ca\)

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