No Additional Representations. (a) Except for the representations and warranties made in this Article IV, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective properties, assets or businesses; or (ii) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent or Merger Sub or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactions.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Ready Capital Corp), Iii Agreement and Plan of Merger (Two Harbors Investment Corp.), Agreement and Plan of Merger (Anworth Mortgage Asset Corp)
No Additional Representations. (a) Except for the representations and warranties made in this Article IVV, neither the Company Parent, Merger Sub nor any other Person makes any express or implied representation or warranty with respect to the Company Parent or its Subsidiaries (including Merger Sub) or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Parent nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, the Company or any of their respective its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company Parent or any of its Subsidiaries or their respective properties, assets or businesses; businesses or (ii) except for the representations and warranties made by the Company Parent in this Article IVV, any oral or written information presented to Parent or Merger Sub the Company or any of their respective its Affiliates or Representatives in the course of their due diligence investigation of the CompanyParent, the negotiation of this Agreement or in the course of the Transactions.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Aditxt, Inc.), Agreement and Plan of Merger (Arlington Asset Investment Corp.), Agreement and Plan of Merger (Ellington Financial Inc.)
No Additional Representations. (a) Except for the representations and warranties made in this Article IV, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective properties, assets or businesses; or (ii) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent or Merger Sub or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactions.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Owens Realty Mortgage, Inc.), Agreement and Plan of Merger (Rice Energy Operating LLC), Agreement and Plan of Merger (Memorial Resource Development Corp.)
No Additional Representations. (a) Except for the representations and warranties made by Parent in this Article IVIII, neither the Company Parent nor any other Person makes any express or implied representation or warranty with respect to the Company Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactionstransactions contemplated hereby, and the Company Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Parent nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, the Company or any of their respective Affiliates its affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company Parent or any of its Subsidiaries or their respective propertiesbusinesses, assets or businesses; or (ii) any oral or, except for the representations and warranties made by the Company in this Article IVIII, any oral or written information presented to Parent or Merger Sub the Company or any of their respective Affiliates its affiliates or Representatives in the course of their due diligence investigation of the CompanyParent or its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Realty Income Corp), Agreement and Plan of Merger (Spirit Realty Capital, Inc.), Agreement and Plan of Merger (Spirit Realty Capital, Inc.)
No Additional Representations. (a) Except for the representations and warranties made in this Article IV, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, any Parent Party or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective properties, assets or businesses; or (ii) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to any Parent or Merger Sub Party or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 4.31 shall limit any Parent Party’s remedies with respect to claims of Fraud arising from or relating to the express written representations and warranties made by the Company in this Article IV.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ranger Oil Corp), Agreement and Plan of Merger (Baytex Energy Corp.), Agreement and Plan of Merger (Ranger Oil Corp)
No Additional Representations. (a) Except for the representations and warranties made in this Article IV, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or Company, its Subsidiaries or the MSR Entities or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, Sub or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or Company, any of its Subsidiaries or any MSR Entity or their respective properties, assets or businesses; businesses or (ii) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent or Merger Sub or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, any of its Subsidiaries or any MSR Entity, the negotiation of this Agreement or in the course of the Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Arlington Asset Investment Corp.), Agreement and Plan of Merger (Ellington Financial Inc.), Agreement and Plan of Merger (Ellington Financial Inc.)
No Additional Representations. (a) Except for the representations and warranties made in this Article IVV, neither the Company Parent, Buyer nor any other Person makes any express or implied representation or warranty with respect to the Company Parent or its Subsidiaries (including Buyer) or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Parent nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, the Company or any of their respective its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company Parent or any of its Subsidiaries or their respective properties, assets or businesses; businesses or (ii) except for the representations and warranties made by the Company Parent in this Article IVV, any oral or written information presented to Parent or Merger Sub the Company or any of their respective its Affiliates or Representatives in the course of their due diligence investigation of the CompanyParent, the negotiation of this Agreement or in the course of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capstead Mortgage Corp), Agreement and Plan of Merger (Benefit Street Partners Realty Trust, Inc.)
No Additional Representations. (a) Except for the representations and warranties made in this Article IVIII, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or Related Entities or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionstransactions contemplated hereby, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, or any of their respective Affiliates or Representatives with respect to (ia) any financial projection, forecast, estimate, budget or prospect information relating to the Company or Company, any of its Subsidiaries or Related Entities or their respective properties, assets or businesses; or (iib) except for the representations and warranties made by the Company in this Article IVIII, any oral or written information presented to Parent or Parent, Merger Sub or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crimson Exploration Inc.), Agreement and Plan of Merger (Contango Oil & Gas Co)
No Additional Representations. (a) Except for the representations and warranties made in this Article IV, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective properties, assets or businesses; or (ii) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent or Merger Sub or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WildHorse Resource Development Corp), Agreement and Plan of Merger (Chesapeake Energy Corp)
No Additional Representations. (a) Except for the representations and warranties made by the Company in this Article IVAgreement, neither the Company nor any other Person person makes any express or implied representation or warranty with respect to the Company or its Subsidiaries Subsidiaries, or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactionstransactions contemplated hereby, and the Company hereby disclaims any such other representations or and warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person person makes or has made any representation or warranty to Parent, Merger Sub, Sub or any of their respective Affiliates or Representatives with respect to (ia) any financial projection, forecast, estimate, budget or prospect information relating to the Company Company, or any of its Subsidiaries Subsidiaries, or their respective propertiesbusinesses, assets or businesses; or (iib) any oral or, except for the representations and warranties made by the Company in this Article IVAgreement, any oral or written information presented to Parent or Parent, Merger Sub or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, Company or the negotiation of this Agreement or in the course of the TransactionsAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Petrohawk Energy Corp), Agreement and Plan of Merger (BHP Billiton LTD)
No Additional Representations. (a) Except for the representations and warranties made in this Article IV, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective properties, assets or businesses; businesses or (ii) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent or Merger Sub or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aditxt, Inc.), Agreement and Plan of Merger (Evofem Biosciences, Inc.)
No Additional Representations. (ai) Except for the representations and warranties made in this Article IVSection 3.1, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, or any of their respective Affiliates or Representatives representatives with respect to (iA) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective properties, assets or businesses; or (iiB) except for the representations and warranties made by the Company in this Article IVSection 3.1, any oral or written information presented to Parent or Parent, Merger Sub or any of their respective Affiliates or Representatives representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Energy Xxi (Bermuda) LTD), Agreement and Plan of Merger (Epl Oil & Gas, Inc.)
No Additional Representations. (a) Except for the representations and warranties made by Parent in this Article IV, neither the Company Parent nor any other Person makes any express or implied representation or warranty with respect to the Company or Parent, its Subsidiaries or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and the Company Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent in this Article IV, neither the Company Parent nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, Company or any of their respective its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or Parent, any of its Subsidiaries or their respective properties, assets or businesses; businesses or (ii) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent or Merger Sub Company or any of their respective its Affiliates or Representatives in the course of their due diligence investigation of the CompanyPurchaser, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SCBT Financial Corp), Agreement and Plan of Merger (Savannah Bancorp Inc)
No Additional Representations. (a) Except for the representations and warranties made in this Article IV, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, Buyer or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective properties, assets or businesses; businesses or (ii) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent or Merger Sub Parent, Buyer or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Benefit Street Partners Realty Trust, Inc.), Agreement and Plan of Merger (Capstead Mortgage Corp)
