Common use of No Additional Representations or Warranties Clause in Contracts

No Additional Representations or Warranties. Except as provided in this Article 7, Article 5 or as set forth in any Ancillary Agreement, neither Merger Sub 1 nor any of its Affiliates, nor any of their respective directors, managers, officers, employees, direct or indirect equityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company, Merger Sub 2, HoldCo or any of their respective Affiliates, and no such Person shall be liable in respect of the accuracy or completeness of any information provided to the Company, Merger Sub 2, HoldCo or any of their respective Affiliates. Without limiting the foregoing, the Company acknowledges that the Company, Merger Sub 2 and HoldCo and their advisors, have made their own investigation of Merger Sub 1 and, except as provided in this Article 7, Article 5 or as set forth in any Ancillary Agreement, 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 Merger Sub 1, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Merger Sub 1 as conducted after the Closing, as contained in any materials provided by Merger Sub 1 or any of its Affiliates or any of its directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 2 contracts

Samples: Business Combination Agreement and Plan of Merger (Silver Spike Acquisition Corp II), Business Combination Agreement and Plan of Merger (Eleusis Inc.)

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No Additional Representations or Warranties. Except as provided in this Article 74, Article 5 6 or as set forth in any Ancillary Agreement, neither Merger Sub 1 the Company nor any of its Affiliates, nor any of their respective directors, managers, officers, employees, direct or indirect equityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the CompanySPAC, Merger Sub 21, HoldCo the Sponsor or any of their respective Affiliates, and no such Person shall be liable in respect of the accuracy or completeness of any information provided to the CompanySPAC, Merger Sub 21, HoldCo the Sponsor or any of their respective Affiliates. Without limiting the foregoing, the Company SPAC acknowledges that the CompanySPAC, Merger Sub 2 and HoldCo 1, the Sponsor and their advisors, have made their own investigation of Merger Sub 1 the Company and its Subsidiaries and, except as provided in this Article 74, Article 5 6 or as set forth in any Ancillary Agreement, 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 Merger Sub 1the Company or any of its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Merger Sub 1 the Company as conducted after the Closing, as contained in any materials provided by Merger Sub 1 the Company or any of its Affiliates or any of its directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 2 contracts

Samples: Business Combination Agreement and Plan of Merger (Eleusis Inc.), Business Combination Agreement and Plan of Merger (Silver Spike Acquisition Corp II)

No Additional Representations or Warranties. Except as provided in this Article 76, Article 5 4 or as set forth in any Ancillary Agreement, neither none of HoldCo, Merger Sub 1 nor 2 or any of its their respective Affiliates, nor any of their respective directors, managers, officers, employees, direct or indirect equityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the CompanySPAC, Merger Sub 21, HoldCo the Sponsor or any of their respective Affiliates, and no such Person shall be liable in respect of the accuracy or completeness of any information provided to the CompanySPAC, Merger Sub 21, HoldCo the Sponsor or any of their respective Affiliates. Without limiting the foregoing, the Company SPAC acknowledges that the CompanySPAC, Merger Sub 2 and HoldCo 1, the Sponsor and their advisors, have made their own investigation of HoldCo and Merger Sub 1 2 and, except as provided in this Article 76, Article 5 4 or as set forth in any Ancillary Agreement, 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 HoldCo or Merger Sub 12, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Merger Sub 1 HoldCo or any of its Subsidiaries as conducted after the Closing, as contained in any materials provided by Merger Sub 1 HoldCo or any of its Affiliates or any of its directors, officers, employees, shareholders, partners, members or representatives or otherwise.

Appears in 2 contracts

Samples: Business Combination Agreement and Plan of Merger (Eleusis Inc.), Business Combination Agreement and Plan of Merger (Silver Spike Acquisition Corp II)

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No Additional Representations or Warranties. Except as provided in this Article 7, Article 5 IV or as set forth in any Ancillary Agreementthe case of fraud, neither Acquiror, Merger Sub 1 Sub, nor any of its their Affiliates, nor any of their respective directors, managers, officers, employees, direct or indirect equityholders, partners, members or representatives Representatives has made, or is making, any representation or warranty whatsoever to the Company, Merger Sub 2its Subsidiaries or holders of Company Stock and except as provided in Article IV or in the case of fraud, HoldCo or any of their respective Affiliates, and no such Person party shall be liable in respect of the accuracy or completeness of any information provided to the Company, Merger Sub 2, HoldCo its Subsidiaries or any holders of Company Stock or their respective Affiliates. Without limiting the foregoing, the Company acknowledges that the Company, Merger Sub 2 and HoldCo and their together with its advisors, have has made their its own investigation of Acquiror and Merger Sub 1 and, except as provided in this Article 7IV or in the case of fraud, Article 5 or as set forth in any Ancillary Agreement, 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 or Merger Sub 1Sub, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror or Merger Sub 1 as conducted after the Closing, as contained in any materials provided by Acquiror or Merger Sub 1 or any of its their respective Affiliates or any of its directors, officers, employees, shareholderstheir respective stockholders, partners, members or representatives Representatives or otherwise.

Appears in 1 contract

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

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