Common use of No Further Representations Clause in Contracts

No Further Representations. Except for the representations and warranties made by the BancShares Parties in this ARTICLE V (including the related portions of the BancShares Disclosure Memorandum), the BancShares Parties do not make any express or implied representation or warranty with respect to BancShares, Merger Sub, or FCB, or their respective Subsidiaries, or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of BancShares, Merger Sub, or FCB, or their respective Subsidiaries, and the BancShares Parties hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the BancShares Parties in this ARTICLE V (including the related portions of the BancShares Disclosure Memorandum), the BancShares Parties do not make any representation or warranty to the Company with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to BancShares, Merger Sub, or FCB, or any of their Subsidiaries, or the respective businesses of BancShares, Merger Sub, or FCB, or their Subsidiaries, or (ii) any oral or written information presented, delivered, or made available to the Company Parties in the course of their due diligence investigation of BancShares and FCB and their Subsidiaries or their negotiation of this Agreement or otherwise in the course of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Entegra Financial Corp.), Agreement and Plan of Merger (First Citizens Bancshares Inc /De/)

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No Further Representations. Except for the representations and warranties made by the BancShares SmartFinancial Parties in this ARTICLE Article V (including the related portions of the BancShares SmartFinancial Disclosure Memorandum), the BancShares SmartFinancial Parties do not make any express or implied representation or warranty with respect to BancSharesSmartFinancial, Merger Sub, or FCBSmartBank, or their respective Subsidiaries, or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of BancSharesSmartFinancial, Merger Sub, or FCBSmartBank, or their respective Subsidiaries, and the BancShares SmartFinancial Parties hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the BancShares SmartFinancial Parties in this ARTICLE Article V (including the related portions of the BancShares SmartFinancial Disclosure Memorandum), the BancShares SmartFinancial Parties do not make any representation or warranty to the Company with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to BancSharesSmartFinancial, Merger Sub, or FCBSmartBank, or any of their Subsidiaries, or the respective businesses of BancSharesSmartFinancial, Merger Sub, or FCBSmartBank, or their Subsidiaries, or (ii) any oral or written information presented, delivered, or made available to the Company Entegra Parties in the course of their due diligence investigation of BancShares SmartFinancial and FCB SmartBank and their Subsidiaries or their negotiation of this Agreement or otherwise in the course of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Voting Agreement (Smartfinancial Inc.), Voting Agreement (Entegra Financial Corp.)

No Further Representations. (i) Except for the representations and warranties made by the BancShares TCB Holdings Parties in this ARTICLE V Article IV (including the related portions of the BancShares TCB Holdings Disclosure Memorandum), neither TCB Holdings nor the BancShares Parties do not make Bank, nor any other Person, makes or has made any express or implied representation or warranty with respect to BancShares, Merger Sub, TCB Holdings or FCB, the Bank or their respective Subsidiaries, Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of BancShares, Merger Sub, or FCB, or the TCB Holdings Parties and their respective Subsidiaries, and the BancShares TCB Holdings Parties hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for neither TCB Holdings nor the representations and warranties Bank, nor any other Person, makes or has made by the BancShares Parties in this ARTICLE V (including the related portions of the BancShares Disclosure Memorandum), the BancShares Parties do not make any representation or warranty to the Company Reliant or any of its Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to BancShares, Merger Sub, or FCB, the TCB Holdings Parties or any of their Subsidiaries, respective Subsidiaries or the respective businesses of BancShares, Merger Sub, or FCB, or the TCB Holdings Parties and their Subsidiaries, respective Subsidiaries or (ii) except for the representations and warranties made by the TCB Holdings Parties in this Article IV, any oral or written information presented, delivered, or made available to the Company Parties Reliant or any of its Affiliates or representatives in the course of their due diligence investigation of BancShares and FCB and their Subsidiaries the TCB Holdings Parties or their negotiation of this Agreement or otherwise in the course of the transactions contemplated hereby.

Appears in 1 contract

Samples: Voting Agreement (Reliant Bancorp, Inc.)

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No Further Representations. Except for the representations and warranties made by the BancShares Bancshares Parties in this ARTICLE V Article IV (including the related portions of the BancShares Bancshares Disclosure Memorandum), neither Bancshares nor the BancShares Parties do not make Bank, nor any other Person, makes or has made any express or implied representation or warranty with respect to BancShares, Merger Sub, Bancshares or FCB, the Bank or their respective Subsidiaries, Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of BancShares, Merger Sub, or FCB, or the Bancshares Parties and their respective Subsidiaries, and the BancShares Bancshares Parties hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for neither Bancshares nor the representations and warranties Bank, nor any other Person, makes or has made by the BancShares Parties in this ARTICLE V (including the related portions of the BancShares Disclosure Memorandum), the BancShares Parties do not make any representation or warranty to the Company SmartFinancial or any of its Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to BancShares, Merger Sub, or FCB, the Bancshares Parties or any of their Subsidiaries, Subsidiaries or the respective businesses of BancShares, Merger Sub, or FCB, or the Bancshares Parties and their Subsidiaries, Subsidiaries or (ii) except for the representations and warranties made by the Bancshares Parties in this Article IV, any oral or written information presented, delivered, or made available to the Company Parties SmartFinancial or any of its Affiliates or representatives in the course of their due diligence investigation of BancShares and FCB and their Subsidiaries the Bancshares Parties or their negotiation of this Agreement or otherwise in the course of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smartfinancial Inc.)

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