No Other Representations. No party is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.
Appears in 5 contracts
Samples: Rippel Douglas Richard, Haverkamp Joseph A, American Financial Group Inc
No Other Representations. No party is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands The Purchaser acknowledges and agrees that, other than the representations and warranties of SPV and Topco except as expressly set forth in this AgreementAgreement or any other Transaction Document, or in any certificate contemplated hereby or thereby and delivered by any Seller Party in connection herewith or therewith, neither SPV, Topco nor any respective Affiliate thereof the Seller Parties nor any of their respective officers, directors, representativesattorneys, agentsfinancial advisors, advisors (including financial advisors and placement agents or persons or entities performing similar functionsother representatives (collectively “Representatives”) nor any other person or entity makes are not making any representation or warrantywarranty whatsoever, express or implied, (i) with respect to the Business, the Acquired Assets, the Excluded Assets, the Assumed Liabilities, the Retained Liabilities, KNE or the transactions contemplated by this Agreement or (ii) as to the accuracy or completeness of any information regarding the information provided Business, the Acquired Assets, the Excluded Assets, the Assumed Liabilities, the Retained Liabilities or to be provided KNE furnished or made available to the Rollover Stockholder Purchaser and its Representatives. Without limiting the generality of the foregoing, the Seller Parties make no express or implied representation or warranty to the Purchaser with respect to: (a) any projections, estimates, forecasts or budgets heretofore delivered to or made available to the Purchaser of future revenues, expenses or expenditures or future results of operations; (b) except as expressly covered by a representation or warranty contained in this Agreement or any other Transaction Document, or in any certificate contemplated hereby or thereby and delivered by any Seller Party in connection herewith or therewith, any other information or documents (financial or otherwise) made available to the Purchaser, any Affiliate thereof or their respective counsel, accountants or advisers, including in certain “data rooms,” management presentations, offering memoranda or in any other form in contemplation of the transactions contemplated by this Agreement and the Transaction Documents; or (c) merchantability or fitness for a particular purpose. With respect to any projection, estimate, forecast or budget of future revenues, expenses or expenditures or future results of operations delivered by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated herebySeller Parties, the LLCA or any other document or instrument referred Purchaser acknowledges that: (w) there are uncertainties inherent in attempting to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any make such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecastsestimates, estimates forecasts or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.budgets;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Spectranetics Corp), Asset Purchase Agreement (Kensey Nash Corp)
No Other Representations. No party In connection with the due diligence investigation of the Company by Parent and Merger Sub, both prior to the date of the execution of the Original Merger Agreement and the date of this Amendment, Parent and Merger Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan and cost-related plan information, regarding the Company, its subsidiaries and their respective business and operations. Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking information, with which Parent and Merger Sub are familiar, and that Parent and Merger Sub have taken and are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them. Accordingly, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its subsidiaries, nor any of their respective stockholders, members, directors, officers, employees, affiliates, advisors, agents or Representatives, nor any other person, has made or is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this Agreementsuch estimates, except those representations expressly made by such party set forth in Section 5 hereofprojections, and each party hereby disclaims any such other representations forecasts, forward-looking information, business plans or warranties with respect to the transactions contemplated by this Agreementcost-related plans. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than Except for the representations and warranties contained in Article III of SPV and Topco set forth in this the Merger Agreement, Parent acknowledges that neither SPV, Topco the Company nor any respective Affiliate thereof of its subsidiaries nor any Representative of any such persons or any of their respective officerssubsidiaries makes, directorsand Parent acknowledges that it has not relied upon or otherwise been induced by, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person express or entity makes any implied representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder warranty by or on behalf of SPV any of such persons or Topco or with respect to any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments information provided or statements made available to Parent by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder persons in connection with its consideration of the transactions contemplated hereby, and by the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyMerger Agreement.
Appears in 2 contracts
Samples: The Agreement and Plan of Merger (Vivint Solar, Inc.), The Agreement and Plan of Merger (Sunedison, Inc.)
No Other Representations. No party is making The Company, on behalf of itself and the other Acquired Companies, acknowledges that: (a) except for the representations and warranties expressly set forth in Section 3 and in the certificate delivered pursuant to Section 7.6, none of Parent, Merger Sub or any other Parent Entity (or any other Person) makes, or has made, any representation or warranty relating to the Parent Entities or any of their businesses or operations in connection with this Agreement or the Merger; and (b) the representations and warranties made by Parent and Merger Sub in Section 3 and in the certificate delivered pursuant to Section 7.6 are in lieu of and are exclusive of all other representations and warranties made by Parent and Merger Sub, including any express or implied warranties as to merchantability or fitness for a particular purpose, and each of Parent and Merger Sub disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure by or on behalf of Parent or Merger Sub of any kind other information (including any financial information, supplemental data or nature whatsoever financial projections or other forward-looking statements) to the Company, any other party heretoAcquired Company or any of their respective Affiliates or Representatives. The Company, oral or writtenon behalf of itself and the other Acquired Companies, express or implied, with respect to the transactions contemplated by this Agreementfurther acknowledges that, except those for the representations and warranties expressly made by such party set forth in Section 5 hereof3 and in the certificate delivered pursuant to Section 7.6, and each party hereby disclaims it has not relied on or otherwise been induced by: (i) any such other representations express or warranties with respect implied representation or warranty relating to the transactions contemplated by Parent Entities or any of their businesses or operations in connection with this Agreement. Without limiting Agreement or the foregoingMerger; (ii) any estimate, projection, prediction, data, financial information, memorandum, presentation or other materials or information provided or addressed to the Rollover Stockholder understands and agrees thatCompany, any other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor Acquired Company or any of their respective officers, directors, representatives, agents, advisors Affiliates or Representatives; or (including financial advisors and placement agents iii) the accuracy or persons or entities performing similar functions) nor completeness of any other person or entity makes any representation or representation, warranty, express estimate, projection, prediction, data, financial information, memorandum, presentation or impliedother materials or information. The Company acknowledges that neither Parent nor Merger Sub will have or be subject to any liability or indemnification obligation to the Company resulting from the distribution or provision to the Company, as or the Company’s use of, or relating to the accuracy or completeness of the information provided any such information, including any information, documents, projections, forecasts or to be provided other material made available to the Rollover Stockholder by Company in certain “data rooms” or on behalf management presentations in expectation of SPV or Topco or any other person or entity or related the Contemplated Transactions, unless and then only to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity extent that any such information is accurate expressly included in a representation or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including warranty contained in any data room Section 3 or in any presentation) provided or hereafter provided the certificate delivered pursuant to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partySection 7.6.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Momentive Global Inc.), Agreement and Plan of Merger (Momentive Global Inc.)
No Other Representations. No party Buyer is making an informed and sophisticated purchaser, experienced in the evaluation and purchase of companies such as the Company as contemplated hereunder. As a member of the Joint Venture, Buyer is fully informed regarding the business, operations, assets, liabilities, prospects and financial condition of the Company. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the Ancillary Agreements. Buyer acknowledges that the Company has given Buyer access to the documents and facilities of the Company, both as a member of the Joint Venture and in connection with negotiation and execution of this Agreement. Except for the representations and warranties contained herein, Buyer has not relied upon any written, electronic or oral information or statements concerning the operations of the Company made or provided by the Company, Seller or any of their respective Affiliates, employees, directors, agents or other representatives, or any estimates or forecasts by such Persons concerning any mineral reserves or resources of the Company or concerning the nature, quantity or quality or costs of mining thereof, or upon any estimates of such Persons regarding the cost of remediation, reclamation or closure associated with the operations of the Company; and with respect to such matters and other matters concerning the operations of the Company which are not addressed by the Company’s or Seller’s representations and warranties in this Agreement, Buyer has relied exclusively upon its due diligence investigation of the operations of the Company, including the advice of its own experts or consultants as Buyer has determined to be necessary or desirable in its sole discretion. Buyer acknowledges that Seller’s records and files concerning the operations of the Company which have been made available for inspection to Buyer may contain evaluative and interpretive reports, studies and other material, and that Buyer has not relied upon such reports, studies or other material in electing to purchase the Company, but has undertaken such independent analysis and other due diligence inquiries concerning the Company as it has determined to be necessary or desirable in its sole discretion. Buyer acknowledges that none of the Company, Seller or any of their respective Affiliates make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any kind component thereof), future cash flows, future liabilities or nature whatsoever to remediation reserves or future financial condition (or any component thereof) of the Company or the future business and operations of the Company or (ii) any other party heretoinformation or documents made available to Buyer or its counsel, oral accountants, representatives or written, express or implied, advisors with respect to the transactions contemplated by this AgreementCompany or its businesses or operations, except those representations as expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.
Appears in 2 contracts
Samples: Purchase Agreement (Calais Resources Inc), Purchase Agreement (Apollo Gold Corp)
No Other Representations. No party is Other than as set forth herein, neither the Company nor any of the Company’s agents, employees or Representatives have made, nor are any of them making any representation or warranty of any kind warranty, written or nature whatsoever to any other party hereto, oral or writtenoral, express or implied, with in respect to of the transactions contemplated by this AgreementCompany, except those any Subsidiary or their respective businesses, including any representations expressly made by such party set forth in Section 5 hereofand warranties about the accuracy or completeness of any information or documents previously provided, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreementare hereby expressly disclaimed. Without limiting Notwithstanding the foregoing, the Rollover Stockholder understands and agrees that, other than Company hereby acknowledges that during the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness course of the information provided or to be provided to due diligence investigation of the Rollover Stockholder Company conducted by or on behalf of SPV or Topco or Parent in connection with Parent’s consideration of the Transactions, the Company provided information and made statements to Parent and its Representatives regarding the Company and its business, operations, financial condition and other matters. Parent understands and hereby acknowledges and agrees that neither Parent nor any other person Parent Indemnified Party shall have any right to file, bring or entity or related make (and hereby expressly waives to the transactions contemplated herebyfullest extent allowable under applicable Legal Requirements the right to file, the LLCA bring or make) any lawsuit or other document claims against any Seller Indemnifying Party under this Agreement or instrument referred to herein, and nothing contained otherwise as a result of any inaccuracies in any other documents or instruments provided such information or statements made unless and solely to the extent that such information or statements (i) are the subject of an express representation and warranty, or (ii) Parent can demonstrate the commission of Fraud by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any Company when such information is accurate or complete. Without limiting such statements were provided or otherwise made; provided, however, that notwithstanding the foregoing, the Rollover Stockholder Parent understands and hereby acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) Parent nor any other person or entity Parent Indemnified Party shall have any liability with respect thereto. For right to bring (and hereby expressly waives to the avoidance fullest extent allowable under applicable Legal Requirements the right to file, bring or make) any lawsuit or other claims against any Seller Indemnifying Party under this Agreement or otherwise arising out of doubtany forward looking, nothing herein shall limit any representations predictive or warranties made in any other agreement to which such Person is a partyprospective information or statements.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp)
No Other Representations. No party Notwithstanding anything to the contrary in this Agreement, the Purchaser acknowledges and agrees that neither the Company, Seller nor any other person is making any representation representations or warranty of any kind or nature whatsoever to any other party hereto, oral or writtenwarranties whatsoever, express or implied, at law or in equity, beyond those expressly given by the Company or the Sellers in the data room to which the Purchaser has been provided access or any Seller in Article 4, and the Purchaser is not relying on any other representations or warranties not expressly made by the Company or any Seller in the data room and Article 4 and hereby disclaims reliance on any other such representations or warranties, including with respect to the transactions contemplated accuracy and completeness thereof. The Purchaser is not relying on any representation, warranty, agreement, statement, document, record, report, projection, material, or information made or provided by this Agreement, the Sellers or any of their Affiliates or representatives except those representations as expressly made by such party set forth in Section 5 hereofthe data room, Article 4 of this Agreement and each party hereby disclaims any such other representations or warranties with respect to agreement dated the transactions contemplated by this AgreementClosing Date between the Purchaser and the Sellers. Without limiting the foregoing, the Rollover Stockholder understands The Purchaser further acknowledges and agrees that, other than except for the representations and warranties contained in Article 4 of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor none of the Sellers or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes Affiliates has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Sellers except to the extent that the information provided or in the data room is deemed to be provided to an express or implied representation or warranty, the Rollover Stockholder by Company or on behalf of SPV the Business, or Topco or any other person or entity or related to the transactions contemplated hereby, or as to habitability, merchantability, or fitness for any particular purpose of any assets, the LLCA nature or extent of any liabilities, the prospects of the Business, or the effectiveness or the success of any operations, and none of the Sellers, the Company, any of their Affiliates, or any other document Person will have or instrument referred be subject to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco Liability to the Purchaser or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeperson. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.ARTICLE V
Appears in 1 contract
No Other Representations. No party Notwithstanding anything contained in this Article IV or any other provision of this Agreement, it is the explicit intent of each party, and Purchaser expressly acknowledges and agrees, that neither Seller nor any of its Affiliates have made, are making or have authorized any Person to make any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or writtenwhatsoever, express or implied, with respect to the transactions contemplated by this Agreement, except those representations and warranties expressly made by such party set forth in this Article IV, the Transition Services Agreement and the certificate delivered pursuant to Section 5 hereof10.1(c). Except as expressly and specifically set forth in the representations and warranties made solely by Seller in this Article IV, the Transition Services Agreement and the certificate delivered pursuant to Section 10.1(c), each of Seller and its Affiliates, its and their Representatives and other representatives expressly disclaims any and all other representations and warranties, whether express or implied, and each party hereby Purchaser expressly disclaims reliance on any and all such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warrantyomissions, express or implied, as including those relating to Seller, the Acquired Companies, the Business or the Transactions, or any of their financial condition, business, operations, results of operations, properties, assets, liabilities or prospects, or any estimate, projection, prediction, data, financial information, teaser, confidential information presentation or any other materials or information provided or addressed to Purchaser, its Affiliates or its and their Representatives or any other Person, including with respect to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeinformation. Without limiting the foregoing, the Rollover Stockholder Purchaser expressly acknowledges and agrees that no representations none of Seller, its Affiliates, its and their Representatives or warranties any other Person will have or be subject to any liability to Purchaser or its Affiliates pursuant to this Agreement resulting from the distribution to Purchaser, its Affiliates or its and their Representatives or any other Person or Purchaser’s use of any kind have been information not represented and warranted to or will be made otherwise omitted in this Agreement other than in respect of Fraud, including (a) any confidential information memoranda or management presentations distributed on behalf of Seller, the Acquired Companies or the Business or other publications or data room information provided to Purchaser, its Affiliates, its and their Representatives or any other Person, or any other document, information or projection in any form provided to Purchaser, its Affiliates or its and their Representatives or any other Person in connection with the Transactions, or (b) the financial information, projections or other forward-looking statements of Seller, the Acquired Companies or the Business, in each case, in expectation or furtherance of the Transactions. Seller specifically disclaims any statement, representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration assets of the transactions contemplated herebyBusiness, any part thereof, the workmanship thereof, and the Rollover Stockholder agrees absence of any defects therein, whether latent or patent, it being understood that neither SPV or Topco nor any respective Affiliate thereof nor any of such assets are being acquired “as is, where is” on the Closing Date, and in their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partypresent condition.
Appears in 1 contract
Samples: Equity Purchase Agreement (Adtalem Global Education Inc.)
No Other Representations. No party is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by In entering into this Agreement, except those representations expressly made by such party set forth in Section 5 hereofeach of the Parent and the Merger Sub has relied upon its own investigation and analysis, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV the Company expressly contained in Article III and Topco in the certificates or other instruments delivered pursuant hereto (collectively, the “Company Representations”) and the representations and warranties of certain Securityholders expressly contained in Support Agreements, and each of the Parent and the Merger Sub acknowledges that, other than as set forth in this AgreementAgreement and in the certificates or other instruments delivered pursuant hereto, neither SPV, Topco nor any respective Affiliate thereof nor none of the Group Companies or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Subsidiaries makes or persons or entities performing similar functions) nor any other person or entity makes has made any representation or warranty, either express or implied, (a) as to the accuracy or completeness of any of the information provided or to be provided made available to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated herebyParent, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Merger Sub or any of their respective officers, directors, representatives, agents, advisors Subsidiaries or representatives prior to the execution of this Agreement or (including financial advisors and placement agents or persons or entities performing similar functionsb) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates estimates, plans or other information budgets of future revenues, expenses or data expenditures, future results of operations (or any component thereof), prospects, future cash flows (or any component thereof) or future financial condition (or any component thereof) of any Group Company, in each case heretofore or hereafter delivered to or made available to the Rollover Stockholder Parent, the Merger Sub or any of their respective Subsidiaries or representatives. Without limiting the generality of the foregoing, other than as set forth in this Agreement and in the certificates or other instruments delivered pursuant hereto, (i) none of the Group Companies or any of their respective Subsidiaries has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business, assets or Liabilities of the Group Companies made available to the Parent, any of its Subsidiaries or any of their respective representatives, including in any data room due diligence materials, memoranda or similar materials, or in any presentation) provided or hereafter provided to presentation of the Rollover Stockholder business of the Group Companies by management of any Group Company in connection with its consideration of the transactions contemplated hereby, and (ii) no statement contained in any such materials or made in any such presentation shall be deemed a representation or warranty hereunder. It is understood that, other than as set forth in this Agreement and in the Rollover Stockholder agrees that neither SPV certificates or Topco nor other instruments delivered pursuant hereto, cost estimates, projections or other predictions, any respective Affiliate thereof nor data, any financial information or any offering or other memoranda, offering materials, presentations or similar materials made available to the Parent, the Merger Sub or any of their respective officersSubsidiaries or representatives by or on behalf of a Group Company are not, directorsand shall not be deemed to be or to include, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made of any Group Company. Except as expressly and specifically set forth in the Company Representations, each of the Company and its Subsidiaries, and its and their respective Subsidiaries’ representatives, expressly disclaim any and all other agreement to which representation and warranties, and the Parent expressly disclaims reliance on any and all such other representations or warranties (if any), express or implied. It is understood and agreed that nothing in this Agreement shall prohibit, limit or restrict the rights of any Party in the case of Fraud (provided, that only a Person is a partywho commits such Fraud shall be responsible for such Fraud).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rockwell Automation, Inc)
No Other Representations. No party Notwithstanding anything contained in this Agreement to the contrary, the Company and the Sellers acknowledge and agree that none of the Purchaser or any other Purchaser Related Party or any other Person is making any representation representations or warranty of any kind or nature whatsoever to any other party hereto, oral or writtenwarranties whatsoever, express or implied, with respect to the transactions contemplated by this Agreement, except beyond those representations expressly made in Article VI (as modified by such party set forth in Section 5 hereof, the Purchaser Disclosure Schedule) and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this AgreementRelated Documents. Without limiting The Company and the foregoing, the Rollover Stockholder understands Sellers further acknowledge and agrees that, other than agree that (i) the representations and warranties of SPV the Purchaser in Article VI (as modified by the Purchaser Disclosure Schedule) and Topco set forth the Related Documents constitute the sole and exclusive representations and warranties made to the Company and the Sellers in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any connection with the Transactions; (ii) none of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents the Purchaser or persons or entities performing similar functions) nor any other person Purchaser Related Party or entity makes any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of the any information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated herebyregarding Parent, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Purchaser or any of their respective officersSubsidiaries, directorsor the Transaction, representativesbeyond those expressly set forth in this Agreement in Article VI (as modified by the Purchaser Disclosure Schedule) or the Related Documents; and (iii) except as expressly covered in Article VI or in the Related Documents, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) none of the Purchaser or any other person Purchaser Related Party or entity that any other Person will have or be subject to any liability to the Sellers, the Company or any other Person resulting from the distribution to the Sellers or their respective representatives or the Sellers’ use of any such information, including (A) any confidential information is accurate memoranda and/or management presentations (including responses to any questions, whether oral or complete. Without limiting written) distributed on behalf of the foregoingPurchaser or any of its Affiliates relating to Parent, the Rollover Stockholder acknowledges and agrees that no representations Purchaser or warranties any of their respective Subsidiaries or other publications or data room information provided to the Sellers or their respective representatives, or any kind have been other document, information or will be projection in any form provided to the Sellers or their respective representatives in connection with the Transaction; (B) the pro-forma financial information, projections or other forward-looking statements of Parent, the Purchaser or any of their respective Subsidiaries; (C) any information delivered or made with respect available pursuant to the Confidentiality Agreement; or (D) any projections, forecasts, estimates or other information or data documents made available to the Rollover Stockholder (including in any data room Sellers, the Company or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Affiliates or persons or entities performing similar functions) nor any other person or entity shall have any liability representatives with respect theretoto Parent, the Purchaser and their respective Subsidiaries in any online data room established by the Purchaser or its Affiliates, in each case in expectation or furtherance of the Transactions. For Notwithstanding anything the avoidance of doubtforegoing, nothing herein in this Section 5.19 shall limit any representations or warranties made in any other agreement to which such Person is a party.Purchaser Related Party’s liability for Fraud. ARTICLE VI
Appears in 1 contract
No Other Representations. No party is None of the Sellers nor the Acquired Companies are making nor have authorized any Person to make any representation or warranty of any kind or nature whatsoever expressed or implied other than as expressly set forth in Section 3 and Section 4 of this Agreement (each as qualified by the Disclosure Schedules) and the certificate delivered pursuant to Section 6.3. The Buyer acknowledges, covenants and agrees that it (a) has conducted to its own satisfaction its own independent inquiry and investigation into, and based xxxxxxx has formed an independent judgment concerning, the Business, the Acquired Companies and the Contemplated Transactions, and (b) has been furnished with or given adequate access to such information about the Business and the Acquired Companies as it has requested. Notwithstanding anything to the contrary expressed or implied in this Agreement, the Buyer acknowledges, covenants and agrees that (i) other than the respective representations and warranties that are expressly set forth in Section 3 and Section 4 of this Agreement (each as qualified by the Disclosure Schedules) and the certificate delivered pursuant to Section 6.3, none of the Sellers nor any of the Acquired Companies, any of the Nonparty Affiliates or any other party heretoPerson has made or shall be deemed to have made or provided, oral and the Buyer has not relied on, any representation, warranty, covenant, communication, information or writtenagreement, express or implied, with respect to the transactions contemplated by Sellers, the Acquired Companies, the Business, the subject matter of this AgreementAgreement or the Contemplated Transactions, except those representations expressly or the accuracy or completeness of any communication or information furnished or made by such party set forth in Section 5 hereofavailable to the Buyer and its Representatives (the “Disclaimed Information”), and each party hereby disclaims (ii) without limiting the generality of clause (i) of this Section 9.2, none of the Sellers, Sellers’ Representative, any such other representations of the Acquired Companies or warranties with respect any of the Nonparty Affiliates shall have or be subject to any liability to the transactions contemplated by this Agreement. Without limiting Buyer or any other Person resulting from or in connection with the foregoingaccess by, or dissemination to, the Rollover Stockholder understands Buyer or any of its Representatives or any other Person, or the use by the Buyer or any of its Representatives or any other Person, of any Disclaimed Information, or resulting from or in connection with any inaccuracy or omission in relation to such Disclaimed Information, including any information, documents or material made available to the Buyer or any of its Representatives or any other Person in any “data room”, management presentation or in any other form in connection with or expectation of the negotiation of and entry into this Agreement or the Contemplated Transactions, or otherwise relating to the operation of the Acquired Companies prior to the Closing or the relationship of any of the Sellers with any of the Acquired Companies prior to the Closing. The Buyer acknowledges, covenants and agrees that, other than that the representations and warranties of SPV and Topco the Company expressly set forth in Section 3 and Sellers expressly set forth in Section 4 (each as qualified by the Disclosure Schedules) and in the certificate delivered pursuant to Section 6.3 constitute the sole and exclusive representations and warranties made to Buyer in connection with the Contemplated Transactions, and Xxxxx has not relied on any other representations and warranties. Except as expressly set forth in the representations and warranties in Section 3 and Section 4 of this AgreementAgreement (each as qualified by the Disclosure Schedules) and the certificate delivered pursuant to Section 6.3, neither SPVthe condition of the assets of the Acquired Companies shall be “as is” and “where is” and none of the Sellers, Topco nor any respective Affiliate thereof the Sellers’ Representative nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity the Acquired Companies makes any representation warranty of merchantability, suitability, fitness for a particular purpose or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made quality with respect to any projections, forecasts, estimates of the assets of any of the Acquired Companies or other information or data made available as to the Rollover Stockholder (including in condition or workmanship thereof or the absence of any data room defects therein, whether latent or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partypatent.
Appears in 1 contract
No Other Representations. No party Purchaser is making an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Assets and assumption of liabilities such as the Assumed Liabilities as contemplated hereunder. Purchaser has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Purchaser acknowledges that each Seller has given Purchaser such access to the key employees, documents and facilities relating to the Acquired Assets and the Assumed Liabilities as Purchaser has requested. Purchaser acknowledges and agrees that the Acquired Assets are sold “as is” and Purchaser agrees to accept the Acquired Assets and the Assumed Liabilities in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Sellers, except as expressly set forth in this Agreement. Except for the representations and warranties of the Sellers set forth in this Agreement, Purchaser (on behalf of itself and its Affiliates) acknowledges and agrees that no representation or warranty of any kind or nature whatsoever to any other party hereto, oral or writtenwhatsoever, express or implied, with respect at law or in equity, is made or shall be deemed to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements have been made by or on behalf of SPV or Topco any Seller or any other person or entity to the Rollover Stockholder isof its Affiliates, or shall be relied upon asand each Seller hereby disclaims, a promise or representation by SPV or Topcoand Purchaser (on behalf of itself and its Affiliates) hereby disclaims any reliance upon, any affiliate thereof such representation or warranty, and notwithstanding the delivery or disclosure to Purchaser or any of its representatives or Affiliates of any documentation or other information by the Sellers or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents representatives or persons Affiliates with respect to any one or entities performing similar functions) or any other person or entity that any such information is accurate or completemore of the foregoing. Without limiting the generality of the foregoing, Purchaser acknowledges that the Rollover Stockholder Sellers make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) with respect to the Acquired Assets or the Assumed Liabilities, (ii) the research, development, product design, manufacturing, production, distribution, marketing, promotion, sale or commercialization of any Product, or the likelihood of the achievement of any of the Milestone Events or (iii) any other information or documents made available to Purchaser or its counsel, accountants or advisors with respect to the Acquired Assets or Assumed Liabilities, except as expressly set forth in this Agreement. Purchaser also acknowledges and agrees that no employee or representative of a Seller (or any of its Affiliates) has been authorized to make any statements or representations, other than those specifically contained in this Agreement. Except as expressly set forth in this Article IV or the Other Transaction Documents, Purchaser makes no representations or warranties of any kind have been warranties, express or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated herebyimplied, and expressly disclaim any and all representations and warranties other than those set forth in this Article IV or the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyOther Transaction Documents.
Appears in 1 contract
No Other Representations. No party Buyer acknowledges and agrees that, except as expressly set forth in Article IV and Article V (and the Schedules referred to therein) and any certificate of Seller, the Trustee or the Company required to be delivered pursuant to this Agreement, neither the Seller, the Company nor any of their respective Affiliates is making any representation express or implied warranty of any kind whatsoever, including any representation as to (a) the physical condition or nature whatsoever value of any of the assets of the Company or their future profitability or future earnings performance or (b) the accuracy or completeness of any information regarding the Company furnished or made available to any other party heretoBuyer or its representatives. Buyer understands, oral or written, express or implied, with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands acknowledges and agrees that, other than that the representations and warranties of SPV and Topco set forth in Article IV and Article V (and the Schedules referred to therein) and any certificate of Seller, the Trustee or the Company required to be delivered pursuant to this AgreementAgreement constitute the sole and exclusive representations and warranties to Buyer in connection with the transactions contemplated hereby, neither SPV{N0221423 } 51 and all other representations and warranties of any kind or nature, Topco nor express or implied (including any respective Affiliate thereof nor any relating to the future financial condition, results of operations, assets or liabilities of the Company, or implied warranties of merchantability or fitness for a particular purpose) are specifically disclaimed by the Company and the Seller, notwithstanding the delivery or disclosure to Buyer, its Affiliates and their respective officers, directors, representatives, agents, advisors (including financial advisors employees and placement agents representatives of any documentation or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeinformation. Without limiting the generality of the foregoing, the Rollover Stockholder Buyer understands, acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projectionsneither the Seller, forecaststhe Company, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officersAffiliates makes any express or implied representation or warranty to Buyer with respect to: (i) any projections, directorsestimates, representativesforecasts or budgets heretofore delivered to or made available to Buyer or any of its Representatives; (ii) except as expressly covered by a representation or warranty contained in Article IV and Article V (and the Schedules referred to therein) and any certificate of Seller, agentsthe Trustee or the Company required to be delivered pursuant to this Agreement, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person information or entity shall have documents (financial or otherwise) made available to Buyer, any liability with respect thereto. For the avoidance of doubtAffiliate thereof or their respective counsel, nothing herein shall limit any representations accountants or warranties made advisers, including in certain “data rooms,” management presentations, offering memoranda or in any other agreement form in contemplation of the transactions contemplated by this Agreement and agreements contemplated hereby; or (iii) except as expressly covered by a representation or warranty contained in Article IV and Article V (and the Schedules referred to which therein) and any certificate of Seller, the Trustee or the Company required to be delivered pursuant to this Agreement, merchantability or fitness for a particular purpose. Buyer acknowledges that any estimates, forecasts, or projections furnished or made available to it concerning the Company or its properties, business or assets may not have been prepared in accordance with GAAP or standards applicable under the Securities Act, and such Person is a partyestimates reflect numerous assumptions, and are subject to material risks and uncertainties. The provisions of this Section 6.10 shall not apply to any claims against Seller or its Affiliates (at law or in equity) for fraud.
Appears in 1 contract
No Other Representations. No party is making (a) Except for the representations and warranties expressly set forth in this Article III or in any certificate delivered hereunder, neither the Company nor any other Person on behalf of the Company makes or has made (and the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims Company or any such other representations of the Company’s Subsidiaries or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the any information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder isprovided, or shall be relied upon asmade available, a promise or representation by SPV or Topcoto Parent, any affiliate thereof Merger Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement or the CVR Agreement, and Parent and Merger Sub and their respective officersRepresentatives and Affiliates are not in any way relying on, directorsand waive any claim based on reliance on, representativesany representation, agentswarranty or other information of or statement by the Company, advisors (including financial advisors and placement agents any of the Company’s Subsidiaries or persons any of its or entities performing similar functions) their Representatives or any other person Person except for those expressly set forth in this Article III or entity that in any such information is accurate certificate delivered pursuant to the terms of this Agreement. Except for the representations and warranties expressly set forth in this Article III or complete. Without limiting in any certificate delivered pursuant to the foregoingterms of this Agreement, none of the Company, any of the Company’s Subsidiaries or any of its or their Representatives or any other Person makes (and the Company, on behalf of itself, each of the Company’s Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty (including as to completeness or accuracy) to Parent or Merger Sub or any other Person with respect to, and none of the Company, the Rollover Stockholder acknowledges and agrees that no representations Company’s Subsidiaries or warranties any of its or their Representatives or any kind have been other Person shall be subject to, any liability to Parent, Merger Sub or will be made with respect any other Person resulting from, the Company, the Company’s Subsidiaries or their respective Representatives or Affiliates providing or making available to Parent, Merger Sub or any projectionsof their Affiliates or their respective Representatives, forecastsor resulting from the omission of, estimates any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information or data made available to the Rollover Stockholder (including in any data room Parent or in any presentation) provided its Representatives or hereafter provided to the Rollover Stockholder Affiliates in connection with its consideration of presentations by the transactions contemplated herebyCompany’s management or information made available on the electronic data room hosted by iDeals under the title Albireopharma (collectively, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party“VDR”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Albireo Pharma, Inc.)
No Other Representations. No party is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by In entering into this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, each of Parent and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands Merger Sub has relied solely upon its own investigation and agrees that, other than analysis and the representations and warranties of SPV Company expressly contained in Article II or in any other Related Agreement, and Topco each of Parent and Merger Sub acknowledges that, other than as set forth in this Agreement or in any other Related Agreement, neither SPV, Topco nor any respective Affiliate thereof nor none of the Group Companies or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Affiliates or persons representatives makes or entities performing similar functions) nor any other person or entity makes has made any representation or warranty, either express or implied, (a) as to the accuracy or completeness of any of the information provided or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Parent or any of their respective officers, directors, representatives, agents, advisors its Affiliates or representatives prior to the execution of this Agreement or (including financial advisors and placement agents or persons or entities performing similar functionsb) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates estimates, plans or other information budgets of future revenues, expenses or data expenditures, future results of operations (or any component thereof), prospects, future cash flows (or any component thereof) or future financial condition (or any component thereof) of any Group Company, in each case heretofore or hereafter delivered to or made available to Parent, or any of its Affiliates or representatives. Without limiting the Rollover Stockholder generality of the foregoing, none of the Group Companies or any of their respective Affiliates or representatives has made, and shall not be deemed to have made, any representations or warranties in the materials (including other than as set forth in any data room this Agreement or in any presentationother Related Agreement) provided or hereafter provided relating to the Rollover Stockholder business, assets or Liabilities of the Group Companies made available to Parent or any of its Affiliates or representatives, including due diligence materials, memoranda or similar materials, or in any presentation of the business of the Group Companies by management of any Group Company or others in connection with its consideration of the transactions contemplated hereby, and no statement contained in any such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise be deemed to have been relied upon by Parent or Merger Sub in executing, delivering and performing this Agreement and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect theretotransactions contemplated hereby. For the avoidance of doubt, nothing herein shall limit Except for any representations or warranties made set forth in this Agreement or in any other agreement Related Agreement, it is understood that any cost estimates, projections or other predictions, any data, any financial information or any offering or other memoranda, offering materials, presentations or similar materials made available to which such Person is a partyParent or any of its Affiliates or representatives, are not, and shall not be deemed to be or to include, representations or warranties of any Group Company, and were not, and shall not be deemed to have been, relied upon by Parent in executing, delivering or performing this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Otonomo Technologies Ltd.)
No Other Representations. No party is making Buyer acknowledges and agrees that, except as expressly given by Seller regarding Seller in ARTICLE 3 of this Agreement (the “Seller Contractual Obligations”) and by Seller regarding the Companies in ARTICLE 4 of this Agreement (the “Company Contractual Obligations”) (in each case as modified by the Disclosure Schedule hereto), neither Company Group nor Seller, respectively, nor any other Person makes or has made (or will be deemed to make or have made), nor has any Buyer Indemnified Party relied upon, any other representation or warranty, expressed or implied, at law or in equity, by statute or otherwise, with respect to Company Group, the Business, or Company Group’s assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Company Contractual Obligations and Seller Contractual Obligations, Company Group and Seller, respectively, (directly and on behalf of all other Persons) hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, omission, or information made, not made, communicated, or furnished to Buyer or any of its Affiliates. Without limiting the generality of the foregoing, except for any specific applicable Company Contractual Obligations and Seller Contractual Obligations, Buyer acknowledges and agrees that neither Company Group, Seller nor any of their respective Affiliates makes, has made, or will be deemed to make or have made (and each hereby expressly disclaims), nor has any Buyer Indemnified Party relied upon, any representation or warranty to Buyer or any of its Affiliates regarding any of the following: (i) merchantability or fitness of any kind assets for any particular purpose; (ii) the nature or nature whatsoever extent of any liabilities; (iii) the prospects of the Business; (iv) the probable success or profitability of the Business; or (v) the accuracy or completeness of any confidential information provided to Buyer or its Affiliates via any “data rooms” or in any other party hereto, oral or written, express or implied, form in connection with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties The disclosure of SPV and Topco set forth any matter or item in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness section of the information provided or Disclosure Schedule hereto will not be deemed to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity constitute an acknowledgment that any such information matter is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will required to be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partydisclosed.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (TerrAscend Corp.)
No Other Representations. No party is making any representation or warranty In entering into this Agreement and the other Loan Documents, each of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, Administrative Agent and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands Lenders has relied solely upon its own investigation and agrees that, other than analysis and the representations and warranties of SPV the Company expressly contained in Article IV, and Topco each of the Administrative Agent and the Lenders acknowledges that, other than as set forth in this AgreementAgreement and in the certificates or other instruments delivered pursuant hereto, neither SPV, Topco nor any respective Affiliate thereof nor none of the Company or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents its Affiliates or persons representatives makes or entities performing similar functions) nor any other person or entity makes has made any representation or warranty, either express or implied, (a) as to the accuracy or completeness of any of the information provided or to be provided made available to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated herebyAdministrative Agent, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Lenders or any of their respective officers, directors, representatives, agents, advisors Affiliates or representatives prior to the execution of this Agreement or (including financial advisors and placement agents or persons or entities performing similar functionsb) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates estimates, plans or other information budgets of future revenues, expenses or data expenditures, future results of operations (or any component thereof), prospects, future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company and its subsidiaries, in each case heretofore or hereafter delivered to or made available to the Rollover Stockholder Administrative Agent, the Lenders or any of their respective Affiliates or representatives. Without limiting the generality of the foregoing, none of the Company or any of its Affiliates or representatives has made, and shall not be deemed to have made, any representations or warranties in the materials (other than as set forth in this Agreement) relating to the business, assets or liabilities of the Company made available to the Administrative Agent, the Lenders or any of their respective Affiliates or representatives, including in any data room due diligence materials, memoranda or similar materials, or in any presentation) provided presentation of the business of the Company by management of the Company or hereafter provided to the Rollover Stockholder others in connection with its consideration of the transactions contemplated hereby, and no statement contained in any such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise be deemed to have been relied upon by the Rollover Stockholder agrees Administrative Agent or the Lenders in executing, delivering and performing this Agreement and the transactions contemplated hereby. It is understood that neither SPV any cost estimates, projections or Topco nor other predictions, any respective Affiliate thereof nor data, any financial information or any offering or other memoranda, offering materials, presentations or similar materials made available to the Administrative Agent, the Lenders or any of their respective officers, directors, Affiliates or representatives, agentsare not, advisors (including financial advisors and placement agents shall not be deemed to be or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubtto include, nothing herein shall limit any representations or warranties made of the Company or its subsidiaries, and were not, and shall not be deemed to have been, relied upon by the Administrative Agent, the Lenders in any other agreement to which such Person is a partyexecuting, delivering or performing this Agreement or the transactions contemplated hereby.
Appears in 1 contract
No Other Representations. No party is making any representation Buyer and its Affiliates (a) have had access to and the opportunity to review all of the documents made available to them in the data room maintained by or warranty on behalf of any kind or nature whatsoever the Seller, and (b) have been afforded access to any the books and records, facilities and officers, directors, employees and other party hereto, oral or written, express or implied, representatives of the Seller for purposes of conducting a due diligence investigation with respect thereto. Buyer and its Affiliates have each conducted to their satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Seller, and, in making its determination to proceed with the transactions contemplated by this Agreement, except those Buyer and its Affiliates have relied solely on the results of such independent investigation and verification and on the representations expressly made by such party and warranties set forth in Section 5 hereof, ARTICLE III and each party hereby disclaims any such ARTICLE IV of this Agreement and in the other representations or warranties with respect to the transactions contemplated by this AgreementTransaction Documents. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than Except for the representations and warranties of SPV and Topco the Seller Parties set forth in this Agreementthe Transaction Documents, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors Xxxxx has not relied on (including financial advisors and placement agents or persons or entities performing similar functionsexpressly disclaims reliance on) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projectionsnature, forecastswhether written or oral, estimates express or other information or data made available to the Rollover Stockholder implied (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated herebyincluding, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For for the avoidance of doubt, nothing herein relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) as to any matter concerning the Seller Parties. Without limiting the generality of the foregoing, it is understood and agreed by Xxxxx, on behalf of itself and its Affiliates, that, absent Actual Fraud, (i) any cost estimate, projection or other prediction, any data, any financial information or any memoranda or offering materials or presentations provided by the Seller Parties or their respective representatives are not, and shall limit any not be deemed to be or to include, representations or warranties made except to the extent explicitly set forth therein or in any Transaction Document, (ii) any representation or warranty set forth in a Transaction Document is made by (and only by) the applicable Seller Party and no other agreement to which Seller Party unless such Person is a partyrepresentation or warranty explicitly provides otherwise, and (iii) it has not relied on any such cost estimate, projections or other prediction, and such data, any financial information or any such “data rooms,” memoranda or materials.
Appears in 1 contract
Samples: Asset Purchase Agreement (Quanex Building Products CORP)
No Other Representations. No party is making Pluto acknowledges and agrees that, except for the representations and warranties contained in this Agreement, neither Newquay nor any of its Affiliates nor their respective Representatives, nor any other Person, makes, or shall be deemed to make, any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or writtenPluto, express or implied, at law or in equity, on behalf of Newquay, and Newquay hereby excludes and disclaims any such representation or warranty, notwithstanding the delivery or disclosure to Pluto or any of its Affiliates or their respective Representatives or any other Person of any documentation or other information. In connection with Pluto’s investigation of the Rover Business, Newquay has delivered, or made available to Pluto and its Representatives, certain projections and other forecasts relating to the Rover Business and certain business plan information of the Rover Business. Pluto acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Pluto is familiar with such uncertainties, that Pluto is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to them, and that Pluto and its Representatives shall have no claim against any Person with respect thereto. Accordingly, Pluto acknowledges and agrees that neither Newquay nor any of its Representatives has made any representation or warranty with respect to such projections and other forecasts and plans. Pluto represents and warrants that it has not relied upon, and is not relying upon, any representation or warranty made by Newquay or any of its Affiliates or their respective Representatives in executing, delivering and performing this Agreement or in consummating the transactions contemplated by this AgreementTransactions, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than for the representations and warranties of SPV and Topco set forth contained in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as . Pluto acknowledges that it has conducted to the accuracy or completeness its reasonable satisfaction an independent investigation of the information provided or financial condition, liabilities, results of operations and projected operations of the Rover Business and the nature and condition of the properties, assets and businesses of Rover and, in making the determination to be provided to proceed with the Rollover Stockholder by or Transactions, has relied on behalf the results of SPV or Topco or any other person or entity or related to its own independent investigation and the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, representations and nothing warranties contained in this Agreement. Nothing in this Section 4.11 shall be deemed to disclaim or waive any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder isclaims of, or shall be relied upon ascauses of action arising from, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in by the Parties or their respective Affiliates under any other agreement to which such Person is a partyagreement.
Appears in 1 contract
Samples: Share Purchase Agreement (PPL Corp)
No Other Representations. No party is making Buyer hereby acknowledges that, except as expressly set forth in this agreement, neither Seller, nor any representation person acting on behalf of Seller, nor any person or warranty entity which prepared or provided any of the materials reviewed by Buyer in conducting its due diligence, nor any direct or indirect officer, director, partner, member, shareholder, employee, agent, representative, accountant, advisor, attorney, principal, affiliate, consultant, contractor, successor or assign of any kind of the foregoing parties (Seller, Seller related parties and all of the other parties described in the preceding portions of this sentence (other than Buyer) shall be referred to herein collectively as “Exculpated Parties”) has made or nature whatsoever shall be deemed to have made any other party hereto, oral or writtenwritten representations or warranties, express whether expressed or implied, by operation of law or otherwise (including without limitation warranties of habitability, merchantability or fitness for a particular purpose), with respect to the transactions contemplated Property, the Permitted Use, use by this Agreementthe Buyer of other Lot within the Community or the zoning and other laws, except those representations expressly made regulations and rules applicable thereto or the compliance by such party set forth in Section 5 hereofthe Property therewith, and each party hereby disclaims any such other representations or warranties with respect otherwise relating to the Property or the transactions contemplated by this Agreementherein. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco Buyer further acknowledges that except as expressly set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor all materials which have been provided by any of their respective officersthe Exculpated Parties have been provided without any warranty or representation, directors, representatives, agents, advisors (including financial advisors and placement agents expressed or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, implied as to the accuracy their content, suitability for any purpose, accuracy, truthfulness or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or and, except as expressly set forth in this Agreement, Buyer shall not have any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof recourse against Seller or any of their respective officersthe other Exculpated Parties in the event of any errors therein or omissions therefrom. Buyer is acquiring the Property based solely on its own independent investigation and inspection of the Property and not in reliance on any information provided by Seller, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any of the other person or entity that Exculpated Parties, except for the representations, warranties and covenants expressly set forth herein. Except as expressly set forth herein, Buyer expressly disclaims any intent to rely on any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter materials provided to the Rollover Stockholder it by Seller in connection with its consideration of the transactions contemplated hereby, due diligence and the Rollover Stockholder agrees that neither SPV it shall rely solely on its own independently developed or Topco nor any respective Affiliate thereof nor any of their respective officersverified information. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, directorsBUYER ACKNOWLEDGES THAT THE PROPERTY IS BEING SOLD “AS IS, representativesWHERE IS” AND “WITH ALL FAULTS” WITHOUT ANY OBLIGATION OF SELLER, agentsAND WITHOUT ANY WARRANTIES, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect theretoEXPRESS OR IMPLIED, OF ANY KIND FROM SELLER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF, FITNESS, FITNESS FOR A PARTICULAR PURPOSE, HABITABILITY, TENANTABILITY OR ENVIRONMENTAL CONDITION. For the avoidance of doubtEXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS EXECUTED AT CLOSING PURSUANT TO SECTION 6, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partySELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PROPERTY, AND BUYER DOES HEREBY ACKNOWLEDGE THAT, IN PURCHASING THE PROPERTY, BUYER IS RELYING ONLY UPON THOSE REPRESENTATIONS OF SELLER CONCERNING THE PROPERTY EXPRESSLY SET FORTH AS SUCH IN THIS AGREEMENT OR IN THE DOCUMENTS EXECUTED AT CLOSING PURSUANT TO SECTION 6(b). BUYER FURTHER ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER OF PROPERTIES SUCH AS THE PROPERTY AND THAT, IN ADDITION TO SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, BUYER IS RELYING ON ITS OWN EXPERTISE AND THAT OF BUYER’S CONSULTANTS, AND THAT BUYER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, INSPECTIONS AND INVESTIGATIONS OF THE TITLE, SURVEY, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, THAT BUYER IN ITS SOLE AND ABSOLUTE DISCRETION DETERMINES ARE NECESSARY AND APPROPRIATE AND SHALL RELY UPON THE SAME AND BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS.
Appears in 1 contract
No Other Representations. No party is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than Except for the representations and warranties contained in Article III and this Article IV, as qualified by the disclosure in the schedules provided by Seller and the Owners to AINC, Parent and Remington concurrently with the execution of SPV and Topco set forth this Agreement or in this Agreementany Transaction Document, neither SPV, Topco Seller nor any respective Affiliate thereof Owner nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor affiliates makes any other person express or entity makes any implied representation or warrantywarranty with respect to AINC, express Parent or impliedRemington, as to any of their respective subsidiaries or the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or Transactions, and each Seller Party disclaims any other person representations or entity or related to the transactions contemplated herebywarranties, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements whether made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or TopcoSeller, any affiliate thereof Owner or any of their respective affiliates, officers, directors, representativesemployees, agents, advisors (including financial advisors and placement agents or persons other Representatives. Except for the representations and warranties contained in Article III and this Article IV, as qualified by the disclosure in the Company Disclosure Schedules, each Seller Party hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or entities performing similar functions) information made, communicated or any other person furnished to AINC, Parent or entity that any such information is accurate Remington, or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors affiliates or Representatives (including financial advisors any opinion, information, forecast, projection or advice that may have been or may be provided to AINC, Parent or Remington, or any of their respective affiliates or Representatives by any director, officer, employee, agent, consultant or other Representative of Seller, the Owners or any of their respective affiliates), and placement agents AINC, Parent and Remington hereby disclaim any reliance on any such representation, warranty, projection, forecast, statement or persons information made, communicated or entities performing similar functions) nor furnished to AINC, Parent or Remington, or any other person of their respective affiliates or entity shall have any liability with respect theretoRepresentatives. For Notwithstanding the avoidance of doubtforegoing, nothing herein shall limit any representations in this Section 4.12 or warranties made in any other agreement to which such Person is a partyprovision of this Agreement shall in any manner limit or restrict any claim for Fraud.
Appears in 1 contract
Samples: Membership Interest Purchase and Contribution Agreement (Ashford Inc.)
No Other Representations. No party is making (a) Except for the representations and warranties expressly set forth in this Article IV or in any certificate delivered hereunder, neither the Company nor any other Person on behalf of the Company makes or has made (and the Company, on behalf of itself, each of the Company Subsidiaries and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the Company or any of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to Parent, Merger Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement or the Transactions, including the Offer and the Merger, and Parent, Merger Sub and their respective Affiliates are not in any way relying on, and waive any claim based on reliance on, any representation, warranty or other information of or statement by the Company, any of the Company’s Subsidiaries or any of its or their Representatives or any other Person except for those expressly set forth in this Article IV or in any certificate delivered pursuant to the terms of this Agreement. Except for the representations and warranties expressly set forth in this Article IV or in any certificate delivered pursuant to the terms of this Agreement, none of the Company, any of the Company Subsidiaries or any of its or their Representatives or any other Person makes (and the Company, on behalf of itself, each of the Company Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty (including as to completeness or accuracy) to Parent or Merger Sub or any other Person with respect to, and none of the Company, the Company Subsidiaries or any of its or their Representatives or any other Person shall be subject to, any liability to Parent, Merger Sub or any other Person resulting from, the Company, the Company Subsidiaries or their respective Representatives or Affiliates providing or making available to Parent, Merger Sub or any of their Affiliates or their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to Parent or its Representatives or Affiliates in connection with presentations by the Company’s management or information made available on any electronic data room for “Project Camelot” and maintained by the Company for purposes of the Merger and the other transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyVDR.
Appears in 1 contract
Samples: Tender and Support Agreement (LogicBio Therapeutics, Inc.)
No Other Representations. No party is making Except for the representations and warranties contained in this Article V, the Company acknowledges that neither Parent, Merger Sub nor any Representative thereof makes, and the Company acknowledges that it has not relied upon or otherwise been induced by, any other express or implied representation or warranty of any kind with respect to Parent or nature whatsoever Merger Sub or with respect to any other party heretoinformation provided or made available to the Company in connection with the transactions contemplated hereby, oral including any information, documents, projections, synergies, forecasts or written, express other material made available to the Company or implied, with respect to its Representatives in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties are hereby expressly disclaimed and none shall be implied at law or in equity. Neither Parent, Merger Sub nor any Affiliate or Representative thereof, whether in an individual, corporate or any other capacity, will have or be subject to any liability (indemnification or otherwise) to any Acquired Company or any of their Affiliates or Representatives resulting from (nor shall any Acquired Company or any of their Affiliates or Representatives have any claim with respect to) the distribution to any Acquired Company or their Affiliates or Representatives, or the Acquired Companies’ or their Affiliates’ or Representatives’ use of, or reliance on, any information, documents, projections, synergies, forecasts or other material made available to the Acquired Companies or any of their Affiliates or Representatives in expectation of, or in connection with, the transactions contemplated by this Agreement. Without limiting Agreement or otherwise, regardless of the foregoinglegal theory under which such liability may be sought to be imposed, the Rollover Stockholder understands and agrees thatwhether in contract or tort, other than at law or in equity, or otherwise, except in each case with respect to the representations and warranties of SPV Parent and Topco Merger Sub expressly set forth in this AgreementArticle V and for fraud, neither SPVwillful misconduct or intentional misrepresentation in the making of the representations and warranties set forth in this Article V. Without in any way limiting the generality of the foregoing, Topco nor the Company acknowledges that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates (including with respect to synergies), and certain business plan information, that the Company is familiar with such uncertainties, that the Company is making its own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates (in each case including with respect to synergies) and business plan information provided to it in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, synergies, estimates and business plan information), that no representations, warranties or statements (including by omission) of any kind are being made with respect thereto by Parent, Merger Sub or any of their respective Affiliate thereof Affiliates or Representatives, that no Acquired Company nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors Affiliates or Representatives is relying thereon and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof Acquired Company nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Affiliates or persons or entities performing similar functions) nor any other person or entity Representatives shall have any liability claim against anyone with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.
Appears in 1 contract
No Other Representations. No party Notwithstanding anything to the contrary in this Agreement, the Purchaser acknowledges and agrees that neither the Company, Seller nor any other person is making any representation representations or warranty of any kind or nature whatsoever to any other party hereto, oral or writtenwarranties whatsoever, express or implied, at law or in equity, beyond those expressly given by the Company or the Sellers in the data room to which the Purchaser has been provided access or any Seller in Article 4, and the Purchaser is not relying on any other representations or warranties not expressly made by the Company or any Seller in the data room and Article 4 and hereby disclaims reliance on any other such representations or warranties, including with respect to the transactions contemplated accuracy and completeness thereof. The Purchaser is not relying on any representation, warranty, agreement, statement, document, record, report, projection, material, or information made or provided by this Agreement, the Sellers or any of their Affiliates or representatives except those representations as expressly made by such party set forth in Section 5 hereofthe data room, Article 4 of this Agreement and each party hereby disclaims any such other representations or warranties with respect to agreement dated the transactions contemplated by this AgreementClosing Date between the Purchaser and the Sellers. Without limiting the foregoing, the Rollover Stockholder understands The Purchaser further acknowledges and agrees that, other than except for the representations and warranties contained in Article 4 of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor none of the Sellers or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes Affiliates has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Sellers except to the extent that the information provided or in the data room is deemed to be provided to an express or implied representation or warranty, the Rollover Stockholder by Company or on behalf of SPV the Business, or Topco or any other person or entity or related to the transactions contemplated hereby, or as to habitability, merchantability, or fitness for any particular purpose of any assets, the LLCA nature or extent of any liabilities, the prospects of the Business, or the effectiveness or the success of any operations, and none of the Sellers, the Company, any of their Affiliates, or any other document Person will have or instrument referred be subject to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco Liability to the Purchaser or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyperson.
Appears in 1 contract
No Other Representations. No party is making Except as otherwise expressly set forth in Section 16, Seller acknowledges and agrees that none of OpCo Purchaser or any representation of its Affiliates or warranty any other Person, makes, or shall be deemed to have made by or on behalf of OpCo Purchaser any representations or warranties of any kind or nature whatsoever to any other party hereto, oral or writtennature, express or implied, at Law or in equity, in connection with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims including any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or budgets of future revenues, future results of operations or future financial condition (or any component thereof) of OpCo Purchaser or any of its Affiliates, and Seller (on behalf of itself and the Selling Entities) hereby expressly disclaims reliance upon any such representation or warranty, whether by or on behalf of OpCo Purchaser, any of its Affiliates or any other Person and notwithstanding the delivery or disclosure to Seller or its Affiliates, Representatives, Related Parties or any other Person of any documentation or other information by OpCo Purchaser, any of its Affiliates or data Representatives or any other Person with respect to any of the foregoing. Except as otherwise expressly set forth in Section 17, Seller acknowledges and agrees that none of PropCo Purchaser or any of its Affiliates or any other Person, makes, or shall be deemed to have made available to the Rollover Stockholder (including in by or on behalf of PropCo Purchaser any data room representations or warranties of any kind or nature, express or implied, at Law or in any presentation) provided or hereafter provided to the Rollover Stockholder equity, in connection with its consideration of the transactions contemplated herebyby this Agreement, including any representations or warranties with respect to any projections, forecasts, estimates or budgets of future revenues, future results of operations or future financial condition (or any component thereof) of PropCo Purchaser or any of its Affiliates, and Seller (on behalf of itself and the Rollover Stockholder agrees that neither SPV Selling Entities) hereby expressly disclaims reliance upon any such representation or Topco nor any respective Affiliate thereof nor warranty, whether by or on behalf of PropCo Purchaser, any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents its Affiliates or persons or entities performing similar functions) nor any other person Person and notwithstanding the delivery or entity shall have disclosure to Seller or its Affiliates, Representatives, Related Parties or any liability other Person of any documentation or other information by PropCo Purchaser, any of its Affiliates or Representatives or any other Person with respect theretoto any of the foregoing. For the avoidance of doubt, nothing herein the foregoing shall not operate to limit or invalidate any representations representation or warranties made warranty contained in any other agreement to which such Person is a partyAncillary Agreement.
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No Other Representations. No party is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees Buyer acknowledges that, other than the representations and warranties of SPV and Topco as set forth in this Agreement, neither SPVnone of Seller, Topco nor any respective Affiliate thereof nor the Group Companies or any of their respective directors, officers, directorsemployees, representativesAffiliates, agentsstockholders, advisors (including financial advisors and placement agents or persons representatives makes or entities performing similar functions) nor any other person or entity makes has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Buyer or any of their its respective officers, directorsagents, representatives, agents, advisors lenders or Affiliates prior to the execution of this Agreement or (including financial advisors and placement agents or persons or entities performing similar functionsy) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates estimates, plans or other information budgets of future revenues, expenses or data made available to the Rollover Stockholder expenditures, future results of operations (including in or any data room component thereof), future cash flows (or in any presentationcomponent thereof) provided or future financial condition (or any component thereof) of any Group Company heretofore or hereafter provided to or made available to Buyer or any of its respective agents, representatives, lenders or Affiliates. Without limiting the Rollover Stockholder generality of the foregoing, none of Seller, the Group Companies or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business, assets or liabilities of the Group Companies made available or delivered to Buyer, including due diligence materials, memorandum or similar materials, or in any presentation of the business of the Group Companies by management of the Group Companies or others in connection with its consideration of the transactions contemplated hereby, and no statement contained in any such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Buyer in executing, delivering and performing this Agreement and the Rollover Stockholder agrees transactions contemplated hereby. It is understood that neither SPV any cost estimates, projections or Topco nor other predictions, any respective Affiliate thereof nor data, any of their respective officersfinancial information or any memoranda or offering materials or presentations, directors, representatives, agents, including any offering memorandum or similar materials made available or provided to Buyer and its representatives and advisors (including financial advisors are not and placement agents shall not be deemed to be or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any to include representations or warranties made of any Group Company or Seller, and are not and shall not be deemed to be relied upon by Buyer in any other agreement to which such Person is a partyexecuting, delivering and performing this Agreement and the transactions contemplated hereby.
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Samples: Securities Purchase Agreement (Compass Diversified Holdings)
No Other Representations. No party is making Except for the representations and warranties of the Sellers in Section 4.1 as qualified by the Schedules thereto or in any certificate delivered pursuant to this Agreement, Buyer acknowledges that neither the Sellers nor any other Person on behalf of Sellers has made or will be deemed to have made to Buyer, and Xxxxx has not relied on, any representation or warranty of any kind or nature whatsoever to any other party heretowarranty, oral or written, whether express or implied, with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, Agreement and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA Sellers or the Assets, or the accuracy or completeness of any information relating to any of the foregoing or any other document or instrument referred to hereininformation, and nothing contained in any other documents or instruments each case provided or statements made available to Buyer by or on behalf of SPV the Sellers. Notwithstanding anything herein to the contrary, but without limitation of any representation or Topco warranty expressly contained in Section 4.1 or any certificate delivered pursuant to this Agreement, the Sellers makes no other person (and hereby disclaims each other) representation, warranty or entity covenant with respect to the Rollover Stockholder isvalue, condition or use of the Assets, whether express or implied, including any implied warranty of merchantability or fitness for a particular purpose. Each Seller disclaims all Liability and responsibility for, other than for fraud or intentional misrepresentation, any representation, warranty, projection, forecast, statement, or shall information made, communicated, or furnished (orally or in writing) to Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice) that may have been or may be relied upon asprovided to Buyer by any director, a promise officer, employee, agent, consultant, or representation by SPV or Topco, any affiliate thereof representative of the Sellers or any of their respective officersAffiliates, directors, representatives, agents, advisors (including financial advisors and placement agents in each case which is not contained in a representation or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration warranty of the transactions contemplated herebySellers in Section 4.1, and as qualified by the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect schedules thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.
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No Other Representations. No party is making Except as otherwise expressly set forth in Section 16, Seller acknowledges and agrees that none of OpCo Purchaser or any representation of its Affiliates or warranty any other Person, makes, or shall be deemed to have made by or on behalf of OpCo Purchaser any representations or warranties of any kind or nature whatsoever to any other party hereto, oral or writtennature, express or implied, at Law or in equity, in connection with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims including any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or budgets of future revenues, future results of operations or future financial condition (or any component thereof) of OpCo Purchaser or any of its Affiliates, and Seller (on behalf of itself and the Selling Entities) hereby expressly disclaims reliance upon any such representation or warranty, whether by or on behalf of OpCo Purchaser, any of its Affiliates or any other Person and notwithstanding the delivery or disclosure to Seller or its Affiliates, Representatives, Related Parties or any other Person of any documentation or other information by OpCo Purchaser, any of its Affiliates or data 118 Representatives or any other Person with respect to any of the foregoing. Except as otherwise expressly set forth in Section 17, Seller acknowledges and agrees that none of PropCo Purchaser or any of its Affiliates or any other Person, makes, or shall be deemed to have made available to the Rollover Stockholder (including in by or on behalf of PropCo Purchaser any data room representations or warranties of any kind or nature, express or implied, at Law or in any presentation) provided or hereafter provided to the Rollover Stockholder equity, in connection with its consideration of the transactions contemplated herebyby this Agreement, including any representations or warranties with respect to any projections, forecasts, estimates or budgets of future revenues, future results of operations or future financial condition (or any component thereof) of PropCo Purchaser or any of its Affiliates, and Seller (on behalf of itself and the Rollover Stockholder agrees that neither SPV Selling Entities) hereby expressly disclaims reliance upon any such representation or Topco nor any respective Affiliate thereof nor warranty, whether by or on behalf of PropCo Purchaser, any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents its Affiliates or persons or entities performing similar functions) nor any other person Person and notwithstanding the delivery or entity shall have disclosure to Seller or its Affiliates, Representatives, Related Parties or any liability other Person of any documentation or other information by PropCo Purchaser, any of its Affiliates or Representatives or any other Person with respect theretoto any of the foregoing. For the avoidance of doubt, nothing herein the foregoing shall not operate to limit or invalidate any representations representation or warranties made warranty contained in any other agreement to which such Person is a partyAncillary Agreement.
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No Other Representations. No party Neither Seller nor the Company is making nor has authorized any Person to make any representation or warranty of any kind or nature whatsoever to expressed or implied other than as expressly made in Article IV and/or Article V (each as qualified by the Disclosure Schedules) and neither Seller, the Company nor any other party heretoSeller Related Party nor any other Person shall be liable in respect of the accuracy or completeness of any information provided to Purchaser or its Affiliates in connection with this Agreement. The representations and warranties of Seller in Article IV and the Company in Article V (each as qualified by the Disclosure Schedules) constitute the sole and exclusive representations and warranties made to Purchaser in connection with the Transactions. Purchaser acknowledges and agrees that it has conducted to its satisfaction an independent investigation and verification of the financial condition, oral results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries and their respective businesses, and, in making their determination to proceed with the Transactions, Purchaser and each of their Non-Party Affiliates have relied solely on the results of such independent investigation and verification and on the representations and warranties of Seller and the Company, each as expressly and specifically set forth in Article IV and/or Article V (each as qualified by the Disclosure Schedules). In particular, without limiting the generality of this Section 11.3, neither Seller nor the Company is making nor has authorized any Person to make any representation or writtenwarranty, express and disclaims all liability and any responsibility for any such representation or impliedwarranty, with respect to (a) any estimates, predictions, projections, pro-forma financial information, forecasts or budgets previously delivered or made available to (or otherwise acquired by) Purchaser or any of its Affiliates or representatives concerning future revenues, expenses, expenditures, financial condition, assets, liabilities or results of operations of the transactions contemplated by Company and its Subsidiaries, (b) the confidential information memorandum or similar document and any management presentation provided to Purchaser or any of its Affiliates in connection with the sale process for the Company, (c) any information delivered or made available pursuant to Section 7.5 or (d) any other information or documents made available to Purchaser or its Affiliates or representatives with respect to the Company and its Subsidiaries in any online data room established for the sale of the Company and its Subsidiaries, except as expressly covered in Article IV or Article V. Except as set forth expressly in this Agreement, except those the condition of the assets of the Company and its Subsidiaries shall be “as is” and “where is” and neither Seller nor the Company makes any warranty of merchantability, suitability, fitness for a particular purpose or quality with respect to any of the assets of the Company or any of its Subsidiaries or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except for the representations expressly made and warranties in Article IV and/or Article V (each as qualified by such party set forth in Section 5 hereofthe Disclosure Schedules), and each party hereby Purchaser specifically disclaims that it is relying upon or has relied upon any such other representations or warranties with respect to the transactions contemplated that may have been made by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to hereinPerson, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations the Company and Seller have specifically disclaimed and do hereby specifically disclaim any such other representation or warranties of warranty made by any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyPerson.
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