Common use of No Other Representations or Warranties; Non-Reliance Clause in Contracts

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Purchaser in this Article III, neither Purchaser nor any other Person (including any of its or their respective Representatives) makes any express or implied representation or warranty regarding Purchaser or any of its Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated hereby, and Purchaser expressly disclaims any other representation and warranties. Purchaser acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and its and their respective Representatives’ independent investigations, and neither Purchaser nor any of its Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Symbotic Common Units, the shares of Symbotic Class V-1 Common Stock, the shares of Symbotic Class V-3 Common Stock or the Subject Shares or Symbotic, Symbotic Holdings, Sellers or any of their respective Affiliates or Subsidiaries or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or by Sellers’ or their Affiliates’ and Subsidiaries’ respective Representatives in connection with this Agreement or the transactions contemplated hereby, other than the express written representations and warranties of Seller expressly set forth in Article II.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Cohen Richard B), Stock Purchase Agreement (Softbank Group Corp.), Stock Purchase Agreement (Ladensohn David A)

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No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Purchaser such Seller in this Article IIIII, neither Purchaser such Seller nor any other Person (including any of its or their respective Representatives) makes any express or implied representation or warranty regarding Purchaser the Subject Shares, such Seller, Symbotic, Symbotic Holdings or any of its their respective Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated hereby, and Purchaser such Seller expressly disclaims any other representation and warranties. Purchaser Such Seller acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and its and their respective Representatives’ independent investigations, and neither Purchaser such Seller nor any of its Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Symbotic Common Units, the shares of Symbotic Class V-1 Common Stock, the shares of Symbotic Class V-3 Common Stock Purchaser or the Subject Shares or Symbotic, Symbotic Holdings, Sellers or any of their respective its Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or by Sellers’ Purchaser’s or their its Affiliates’ and Subsidiaries’ respective Representatives in connection with this Agreement or the transactions contemplated hereby, other than the express written representations and warranties of Seller Purchaser expressly set forth in Article IIIII.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Softbank Group Corp.), Stock Purchase Agreement (Ladensohn David A), Stock Purchase Agreement (Cohen Richard B)

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Purchaser Parent and Merger Sub in this Article IIIAgreement or in any instrument or other document delivered pursuant to this Agreement, neither Purchaser nor none of Parent, Merger Sub or any other Person (including any of its or their respective Representatives) makes any express or implied representation or warranty regarding Purchaser Parent, Merger Sub or any of its their respective Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated herebyTransactions, and Purchaser each of Parent and Merger Sub expressly disclaims any other representation representations or warranties and warranties. Purchaser the Company acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and its and their respective Representatives’ independent investigations, and neither Purchaser nor any none of the Company or its Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Symbotic Common UnitsParent, the shares of Symbotic Class V-1 Common Stock, the shares of Symbotic Class V-3 Common Stock or the Subject Shares or Symbotic, Symbotic Holdings, Sellers Merger Sub or any of their respective Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or by Sellers’ its or their Affiliates’ and Subsidiaries’ respective Representatives in connection with this Agreement or the transactions contemplated herebyRepresentatives, other than the express written representations and warranties of Seller expressly set forth in Article IIthis Agreement or in any instrument or other document delivered pursuant to this Agreement; provided, however, that notwithstanding the foregoing provisions of this Section 6.10, nothing in this Section 6.10 shall limit the Company’s remedies with respect to claims of fraud or intentional or willful misrepresentation in connection with, arising out of or otherwise related to the express written representations and warranties made by Parent and Merger Sub in Agreement or in any instrument or other document delivered pursuant to this Agreement.

Appears in 3 contracts

Samples: Amended and Restated Agreement and Plan of Merger (Collectors Universe Inc), Agreement and Plan of Merger (Collectors Universe Inc), Agreement and Plan of Merger (Cards Acquisition Inc.)

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Purchaser the Company in this Article IIIAgreement or in any instrument or other document delivered pursuant to this Agreement, neither Purchaser the Company nor any other Person (including any of its or their respective Representatives) makes any express or implied representation or warranty regarding Purchaser the Company or any of its Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated herebyTransactions, and Purchaser the Company expressly disclaims any other representation representations or warranties and warranties. Purchaser acknowledges each of Parent and agrees Merger Sub acknowledge and agree that it has relied solely on the results of its and its Affiliates’ and its and their respective Representatives’ independent investigations, and neither Purchaser nor none of Parent, Merger Sub or any of its their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Symbotic Common Units, the shares of Symbotic Class V-1 Common Stock, the shares of Symbotic Class V-3 Common Stock or the Subject Shares or Symbotic, Symbotic Holdings, Sellers Company or any of their respective Affiliates or its Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or by Sellers’ its or their Affiliates’ and Subsidiaries’ respective Representatives in connection with this Agreement or the transactions contemplated herebyTransactions, other than the express written representations and warranties of Seller expressly set forth in Article IIthis Agreement or in any instrument or other document delivered pursuant to this Agreement; provided, however, that notwithstanding the foregoing provisions of this Section 5.23, nothing in this Section 5.23 shall limit Parent’s or Merger Sub’s remedies with respect to claims of fraud or intentional or willful misrepresentation in connection with, arising out of or otherwise related to the express written representations and warranties made by the Company in this Agreement or in any instrument or other document delivered pursuant to this Agreement.

Appears in 3 contracts

Samples: Amended and Restated Agreement and Plan of Merger (Collectors Universe Inc), Agreement and Plan of Merger (Collectors Universe Inc), Agreement and Plan of Merger (Cards Acquisition Inc.)

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No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Purchaser the Symbotic Group in this Article IIIII or in the Ancillary Agreements, neither Purchaser the Symbotic Group nor any other Person (including any of its or their respective Representatives) makes any express or implied representation or warranty regarding Purchaser Symbotic or any of its Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated herebyTransactions, and Purchaser the Symbotic Group expressly disclaims any other representation representations or warranties and warranties. Purchaser each of the SB Group and GreenBox acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and its and their respective Representatives’ independent investigations, and neither Purchaser nor none of the SB Group or GreenBox or any of its Affiliates or its their respective Affiliates, or their or their Affiliates’ respective Representatives Representatives, has relied on and none are relying on any representations or warranties regarding the Symbotic Common Units, the shares of Symbotic Class V-1 Common Stock, the shares of Symbotic Class V-3 Common Stock or the Subject Shares or Symbotic, Symbotic Holdings, Sellers or any of their respective Affiliates or its Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or by Sellers’ its or their Affiliates’ and Subsidiaries’ respective Representatives in connection with this Agreement or the transactions contemplated herebyTransactions, other than the express written representations and warranties of Seller expressly set forth in this Article II; provided, however, that notwithstanding the foregoing provisions of this Section 2.9, nothing in this Section 2.9 shall limit the SB Group’s or GreenBox’s remedies with respect to claims of Fraud in connection with, arising out of or otherwise related to the express written representations and warranties made by the Symbotic Group in this Article II.

Appears in 1 contract

Samples: Framework Agreement (Symbotic Inc.)

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