No Other Representations or Warranties; Non-Reliance. (a) Other than the representations and warranties expressly set out in Article 5, each of Parent and Merger Sub agrees and acknowledges that neither Company nor any Person on behalf of Company makes, and that neither Parent nor Merger Sub is relying on, any other express or implied representation or warranty with respect to Company or any of its Subsidiaries or with respect to any other information provided or made available to Parent or Merger Sub in connection with this Agreement, the Offer, the Merger or otherwise, including any estimates, projections, predictions or other forward-looking information, and that the Company shall not have any liability to Parent or Merger Sub resulting from the Parent or Merger Sub’s reliance on any such information. Such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company in connection with the transactions contemplated hereby and each of Parent and Merger Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Santander Holdings USA, Inc.), Agreement and Plan of Merger (Santander Holdings USA, Inc.), Agreement and Plan of Merger (Santander Consumer USA Holdings Inc.)
No Other Representations or Warranties; Non-Reliance. (a) Other than the representations and warranties expressly set out in Article 56, each of Parent and Merger Sub the Company agrees and acknowledges that neither Company Parent, Merger Sub nor any Person on behalf of Company Parent or Merger Sub makes, and that neither Parent nor Merger Sub the Company is not relying on, any other express or implied representation or warranty with respect to Company Parent or any of its Subsidiaries or with respect to any other information provided or made available to Parent or Merger Sub the Company in connection with this Agreement, the Offer, the Merger or otherwise, including any estimates, projections, predictions or other forward-looking information, and that the Company Parent and Merger Sub shall not have any liability to Parent or Merger Sub the Company resulting from the Parent or Merger SubCompany’s reliance on any such information. Such representations and warranties by the Company Parent and Merger Sub constitute the sole and exclusive representations and warranties of the Company Parent and Merger Sub in connection with the transactions contemplated hereby and each of Parent and Merger Sub the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by the CompanyParent and Merger Sub.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Santander Holdings USA, Inc.), Agreement and Plan of Merger (Santander Consumer USA Holdings Inc.), Agreement and Plan of Merger (Santander Holdings USA, Inc.)
