No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent or any of its 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 contemplated hereby.
Appears in 18 contracts
Samples: Agreement and Plan of Merger (Sterling Bancorp), Agreement and Plan of Merger (Cape Bancorp, Inc.), Agreement and Plan of Merger (State Bank Financial Corp)
No Other Representations or Warranties. (ai) Except for the representations and warranties made by the Company in this Article IIISection 3.2, neither the Company nor any other person Person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 Person makes or has made any representation or warranty to Parent Purchaser or any of its affiliates Affiliates or representatives with respect to (iA) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (iiB) except for the representations and warranties made by the Company in this Article IIISection 3.2, any oral or written information presented to Parent Purchaser or any of its affiliates 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 contemplated hereby.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (First Community Bankshares Inc /Va/), Voting Agreement (Clifton Bancorp Inc.), Voting and Support Agreement (CapStar Financial Holdings, Inc.)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III3, neither the Company nor any other person Person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 Person makes or has made any representation or warranty to Parent Acquiror or any of its affiliates Affiliates or representatives with respect to to: (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, ; or (ii) except for the representations and warranties made by the Company in this Article III3, any oral or written information presented to Parent Acquiror or any of its affiliates 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 contemplated hereby.
Appears in 5 contracts
Samples: Voting and Support Agreement (First Busey Corp /Nv/), Agreement and Plan of Merger (First Busey Corp /Nv/), Voting and Support Agreement (First Community Financial Partners, Inc.)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article IIIV, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 the SPAC or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article IIIV, any oral or written information presented to Parent or any of its 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 contemplated hereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Nukkleus Inc.), And Restated Agreement and Plan of Merger (Brilliant Acquisition Corp), And Restated Agreement and Plan of Merger (Nukkleus Inc.)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, businesses or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent or any of its 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 contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Oceanfirst Financial Corp), Agreement and Plan of Merger (Oceanfirst Financial Corp), Agreement and Plan of Merger (Oceanfirst Financial Corp)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 Purchaser or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent Purchaser or any of its 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 contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (First Connecticut Bancorp, Inc.), Agreement and Plan of Merger (People's United Financial, Inc.)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company MainSource in this Article III, neither the Company MainSource nor any other person makes any express or implied representation or warranty with respect to the CompanyMainSource, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company MainSource hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company MainSource nor any other person makes or has made any representation or warranty to Parent First Financial or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyMainSource, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company MainSource in this Article III, any oral or written information presented to Parent First Financial or any of its affiliates or representatives in the course of their due diligence investigation of the CompanyMainSource, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
Appears in 3 contracts
Samples: Voting Agreement (Mainsource Financial Group), Agreement and Plan of Merger, Voting Agreement (First Financial Bancorp /Oh/)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company Discover in this Article III, neither the Company Discover nor any other person makes any express or implied representation or warranty with respect to the CompanyDiscover, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company Discover hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Discover nor any other person makes or has made any representation or warranty to Parent Capital One or any of its affiliates Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyDiscover, any of its Subsidiaries or their respective businesses, businesses or (ii) except for the representations and warranties made by the Company Discover in this Article III, any oral or written information presented to Parent Capital One or any of its affiliates Affiliates or representatives in the course of their due diligence investigation of the CompanyDiscover, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Discover Financial Services), Agreement and Plan of Merger (Capital One Financial Corp)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 the Parent Parties or any of its their affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, businesses or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent Parties or any of its their 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 contemplated herebyby this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Firstsun Capital Bancorp), Agreement and Plan of Merger (HomeStreet, Inc.)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company Parent in this Article ARTICLE III, neither the Company Parent nor any other person Person makes any express or implied representation or warranty with respect to Parent, any of the Company, its Parent Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 Person makes or has made any representation or warranty to Parent the Company or any of its affiliates or representatives Representatives with respect to to: (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyParent, any of its the Parent Subsidiaries or their respective businesses, ; or (ii) except for the representations and warranties made by the Company in this Article ARTICLE III, any oral or written information presented to Parent the Company or any of its affiliates or representatives Representatives in the course of their due diligence investigation of the CompanyParent, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Mid Illinois Bancshares Inc), Agreement and Plan of Merger (First Clover Leaf Financial Corp.)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company Parent and Intermediary in this Article IIIIV, neither the Company Parent nor any other person makes any express or implied representation or warranty with respect to the CompanyParent, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 the Company or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyParent, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company Parent and Intermediary in this Article IIIIV, any oral or written information presented to Parent the Company or any of 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 contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fifth Third Bancorp), Agreement and Plan of Merger (Mb Financial Inc /Md)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III4, neither the Company nor any other person Person makes any express or implied representation or warranty with respect to the Company, Company or its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 Person makes or has made any representation or warranty to Parent the Purchaser, Merger Sub or any of its affiliates their respective Affiliates or representatives Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of Company or its Subsidiaries or their respective businesses, business or (ii) except for the representations and warranties made by the Company in this Article III4, any oral or written information presented to Parent the Purchaser, Merger Sub or any of its affiliates 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 contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Creek Road Miners, Inc.), Agreement and Plan of Merger (Creek Road Miners, Inc.)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company Buyer in this Article IIIIV, neither the Company Buyer nor any other person makes any express or implied representation or warranty with respect to the CompanyBuyer, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company Buyer hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Buyer nor any other person makes or has made any representation or warranty to Parent the Company or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyBuyer, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company Buyer in this Article IIIIV, any oral or written information presented to Parent the Company or any of its affiliates or representatives in the course of their due diligence investigation of the CompanyBuyer, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Commonwealth Financial Corp /Pa/), Agreement and Plan of Merger (DCB Financial Corp)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 or any of its affiliates or representatives with respect to any (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent or any of its 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 contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Partners Bancorp), Agreement and Plan of Merger (Oceanfirst Financial Corp)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 or any of its affiliates or representatives Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective prospect information relating to the Company, any of its Subsidiaries or their respective businesses, businesses or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent or any of its 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 contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Niagara Financial Group Inc), Agreement and Plan of Merger (Keycorp /New/)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 Purchaser or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent Purchaser or any of its 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 contemplated hereby. The Company has not relied on any representations and warranties of Purchaser other than the representations and warranties of Purchaser that are expressly set forth in Article IV.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Suffolk Bancorp), Agreement and Plan of Merger (People's United Financial, Inc.)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company LINK in this Article IIIIV, neither the Company LINK nor any other person makes any express or implied representation or warranty with respect to the CompanyLINK, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company LINK hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company LINK nor any other person makes or has made any representation or warranty to Parent LINK or any of its affiliates or representatives with respect to any (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyLINK, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company LINK in this Article IIIIV, any oral or written information presented to Parent LINK or any of its affiliates or representatives in the course of their due diligence investigation of the CompanyLINK, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LINKBANCORP, Inc.), Agreement and Plan of Merger (Partners Bancorp)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person Person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions condition (financial or otherwise) or prospects, 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 Person makes or has made any representation or warranty to Parent or any of its affiliates Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, businesses or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent or any of its affiliates 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 contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Center Bancorp Inc), Agreement and Plan of Merger (ConnectOne Bancorp, Inc.)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company Partners in this Article III, neither the Company Partners nor any other person makes any express or implied representation or warranty with respect to the CompanyPartners, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company Partners hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Partners nor any other person makes or has made any representation or warranty to Parent LINK or any of its affiliates or representatives with respect to any (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyPartners, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company Partners in this Article III, any oral or written information presented to Parent LINK or any of its affiliates or representatives in the course of their due diligence investigation of the CompanyPartners, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LINKBANCORP, Inc.), Agreement and Plan of Merger (Partners Bancorp)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company Purchaser in this Article IIIIV, neither the Company Purchaser nor any other person makes any express or implied representation or warranty with respect to the CompanyPurchaser, its Subsidiariessubsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company Purchaser hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Purchaser nor any other person makes or has made any representation or warranty to Parent Company or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective prospect information relating to the CompanyPurchaser, any of its Subsidiaries subsidiaries or their respective businesses, businesses or (ii) except for the representations and warranties made by the Company Purchaser in this Article IIIIV, any oral or written information presented to Parent Company or any of 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 transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hilltop Holdings Inc.), Agreement and Plan of Merger (SWS Group Inc)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III3, neither the Company nor any other person Person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 Acquiror or any of its affiliates or representatives with respect to to: (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, ; or (ii) except for the representations and warranties made by the Company in this Article III3, any oral or written information presented to Parent Acquiror or any of its 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 contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Busey Corp /Nv/)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 Buyer or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent Buyer or any of its 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 contemplated hereby.
Appears in 1 contract
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent or any of its 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 contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mb Financial Inc /Md)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties, and Parent and Holdco acknowledge the same. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person makes or has made any representation or warranty to Parent or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, businesses or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent or any of its 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 contemplated hereby.
Appears in 1 contract
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company Provident in this Article IIIIV, neither the Company Provident nor any other person makes any express or implied representation or warranty with respect to the CompanyProvident, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company Provident hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Provident nor any other person makes or has made any representation or warranty to Parent Sterling or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyProvident, any of its Subsidiaries or their respective businesses, businesses or (ii) except for the representations and warranties made by the Company Provident in this Article IIIIV, any oral or written information presented to Parent Sterling or any of its affiliates or representatives in the course of their due diligence investigation of the CompanyProvident, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Provident New York Bancorp)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company Parent in this Article ARTICLE III, neither the Company Parent nor any other person Person makes any express or implied representation or warranty with respect to the CompanyParent, any of its Subsidiariessubsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 Person makes or has made any representation or warranty to Parent the Company or any of its affiliates or representatives Representatives with respect to to: (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyParent, any of its Subsidiaries subsidiaries or their respective businesses, ; or (ii) except for the representations and warranties made by the Company in this Article ARTICLE III, any oral or written information presented to Parent the Company or any of its affiliates or representatives Representatives in the course of their due diligence investigation of the CompanyParent, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Mid Illinois Bancshares Inc)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 Buyer or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article EXHIBIT 2.1 III, any oral or written information presented to Parent Buyer or any of its 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 contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Commonwealth Financial Corp /Pa/)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person Person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 Person makes or has made any representation or warranty to Parent Buyer or any of its affiliates Affiliates or representatives Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent Buyer or any of its affiliates 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 contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lakeland Bancorp Inc)
No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, 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 or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent or any of its 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 contemplated hereby.. Table of Contents
Appears in 1 contract
