No Other Representations or Warranties; No Reliance. Seller confirms that he, she or it is not relying on any communication (written or oral) of Purchaser or any of its Affiliates as investment advice or as a recommendation to acquire the Stock Consideration. It is understood that information and explanations related to the terms and conditions of the Stock Consideration provided by Purchaser or any of its Affiliates shall not be considered investment advice or a recommendation to acquire the Stock Consideration, and that neither Purchaser nor any of its Affiliates is acting or has acted as an advisor to Seller in deciding to invest in Purchaser. Seller acknowledges that neither Purchaser nor any of its Affiliates has made any representation regarding the Stock Consideration for purposes of determining Seller’s authority to invest in Purchaser, other than as set forth in this Agreement. Seller acknowledges and agrees that, except for the representations and warranties of Purchaser contained in Article V of this Agreement, none of Purchaser or any of its Affiliates or Representatives nor any other Person makes any express or implied representation or warranty on behalf of Purchaser or its Affiliates with respect to the transactions contemplated by this Agreement or the other Transaction Documents. Seller has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by Purchaser or any of its Affiliates or Representatives, except as expressly set forth in Article V, including with respect to the issuance and sale of the Stock Consideration.
Appears in 1 contract
Sources: Share Purchase Agreement (Dolphin Entertainment, Inc.)
No Other Representations or Warranties; No Reliance. Seller confirms that he, she or it Seller is not relying on any communication (written or oral) of Purchaser Parent or any of its Affiliates as investment advice or as a recommendation to acquire the Stock Consideration. It is understood that information and explanations related to the terms and conditions of the Stock Consideration provided by Purchaser Parent or any of its Affiliates shall not be considered investment advice or a recommendation to acquire the Stock Consideration, and that neither Purchaser Parent nor any of its Affiliates is acting or has acted as an advisor to Seller in deciding to invest in PurchaserParent. Seller acknowledges that neither Purchaser Parent nor any of its Affiliates has made any representation regarding the Stock Consideration for purposes of determining Seller’s authority to invest in PurchaserParent, other than as set forth in this Agreement. Seller acknowledges and agrees that, except for the representations and warranties of Purchaser Parent contained in Article V of this Agreement, none of Purchaser Parent or any of its Affiliates or Representatives nor any other Person makes any express or implied representation or warranty on behalf of Purchaser Parent or its Affiliates with respect to the transactions contemplated by this Agreement or the other Transaction Documents. Affiliates, and Seller has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by Purchaser Parent or any of its Affiliates or Representatives, except as expressly set forth in Article V, including with respect to the issuance and sale of the Stock Consideration.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Elys Game Technology, Corp.)
No Other Representations or Warranties; No Reliance. Seller confirms that he, she or it is not relying on any communication (written or oral) of Purchaser or any of its Affiliates as investment advice or as a recommendation to acquire the Stock Consideration. It is understood that information and explanations related to the terms and conditions of the Stock Consideration provided by Purchaser or any of its Affiliates shall not be considered investment advice or a recommendation to acquire the Stock Consideration, and that neither Purchaser nor any of its Affiliates is acting or has acted as an advisor to Seller in deciding to invest in Purchaser. Seller acknowledges that neither Purchaser nor any of its Affiliates has made any representation regarding the Stock Consideration for purposes of determining Seller’s authority to invest in Purchaser, other than as set forth in this Agreement. Seller acknowledges and agrees that, except for the representations and warranties of Purchaser contained in Article V of this Agreement, none of Purchaser or any of its Affiliates or Representatives nor any other Person makes any express or implied representation or warranty on behalf of Purchaser or its Affiliates with respect to the transactions contemplated by this Agreement or the other Transaction Documents. Seller has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by Purchaser or any of its Affiliates or Representatives, except as expressly set forth in Article V, including with respect to the issuance and sale of the Stock Consideration.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Dolphin Entertainment, Inc.)
No Other Representations or Warranties; No Reliance. Such Seller confirms that he, she or it is not relying on any communication (written or oral) of Purchaser or any of its Affiliates as investment advice or as a recommendation to acquire the Stock Consideration. It is understood that information and explanations related to the terms and conditions of the Stock Consideration provided by Purchaser or any of its Affiliates shall not be considered investment advice or a recommendation to acquire the Stock Consideration, and that neither Purchaser nor any of its Affiliates is acting or has acted as an advisor to Seller Sellers in deciding to invest in Purchaser. Such Seller acknowledges that neither Purchaser nor any of its Affiliates has made any representation regarding the Stock Consideration for purposes of determining such Seller’s authority to invest in Purchaser, other than as set forth in this Agreement. Such Seller acknowledges and agrees that, except for the representations and warranties of Purchaser contained in Article V of this Agreement, none of Purchaser or any of its Affiliates or Representatives nor any other Person makes any express or implied representation or warranty on behalf of Purchaser or its Affiliates with respect to the transactions contemplated by this Agreement or the other Transaction Documents. Such Seller has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by Purchaser or any of its Affiliates or Representatives, except as expressly set forth in Article V, including with respect to the issuance and sale of the Stock Consideration.V.
Appears in 1 contract
Sources: Share Purchase Agreement (Dolphin Entertainment, Inc.)
No Other Representations or Warranties; No Reliance. Seller confirms that he, she or it is not relying on any communication (written or oral) of Purchaser or any of its Affiliates as investment advice or as a recommendation to acquire the Stock Consideration. It is understood that information and explanations related to the terms and conditions of the Stock Consideration provided by Purchaser or any of its Affiliates shall not be considered investment advice or a recommendation to acquire the Stock Consideration, and that neither Purchaser nor any of its Affiliates is acting or has acted as an advisor to Seller in deciding to invest in Purchaser. Seller acknowledges that neither Purchaser nor any of its Affiliates has made any representation regarding the Stock Consideration for purposes of determining Seller’s authority to invest in Purchaser, other than as set forth in this Agreement. Seller acknowledges and agrees that, except for the representations and warranties of Purchaser contained in Article V of this Agreement, none of Purchaser or any of its Affiliates or Representatives nor any other Person makes any express or implied representation or warranty on behalf of Purchaser or its Affiliates with respect to the transactions contemplated by this Agreement or the other Transaction Documents. Affiliates, and Seller has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by Purchaser or any of its Affiliates or Representatives, except as expressly set forth in Article V, including with respect to the issuance and sale of the Stock Consideration.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Dolphin Entertainment, Inc.)