Non-reliance Letter Sample Clauses
A Non Reliance Letter is a legal document in which a party explicitly states that it is not relying on any representations, warranties, or information provided by another party outside of what is expressly included in the final agreement. In practice, this letter is often used in transactions such as financings or mergers, where one party may have access to due diligence materials or communications but agrees that only the terms of the signed contract are binding. The core function of a Non Reliance Letter is to prevent future claims based on alleged misrepresentations or omissions, thereby reducing the risk of disputes over pre-contractual statements and ensuring that all parties are clear about the basis of their agreement.
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Non-reliance Letter. Notwithstanding anything to the contrary contained herein, the Purchasers hereby agrees to the terms set forth under Schedule F of this Agreement.
Non-reliance Letter. Each of the Purchasers hereby acknowledges and agrees, that (a) it has had the opportunity to conduct its own due diligence in connection with the Transactions, the Company and its business and the Sale Shares and (b) it, by reason of its, or its management’s, business, financial or investment experience, has the capacity to evaluate the risks (including those related to the existence of such Information) involved in the Transactions and to protect its own interests in connection with the Transaction. Subject to Section 10.7 of the Agreement, each Purchaser hereby covenants and agrees that it shall not, and shall not permit any of its Affiliates, officers, partners, employees, agents, attorneys, advisors or representatives to, initiate, maintain or prosecute any claim, demand, legal proceeding, equitable action, arbitration or other proceeding against any Seller, any Insider or any Release asserting, in whole or in part, that the failure to disclose any material non-public information (the “Undisclosed Information”) existing as of the date of this Agreement, or the possession of such Undisclosed Information by any Seller or Insider, constitutes or forms the basis of any violation of any securities laws (including Rule 10b-5 under the Securities Exchange Act of 1934), and breach of fiduciary duty, any fraud by omission, or any other tort or statutory claim based on an alleged duty to disclose such Undisclosed Information prior to the closing of the Transactions. For the purposes of this Schedule F, “Insiders” means the Group Companies, the Sellers and their respective Representatives and employees. For the purposes of this Schedule F, “Releases” means the Insiders, their respective current and future affiliates (including all Persons who control the Insiders within the meaning of the Securities Act), their respective officers, directors, employees, agents, attorneys, advisors and representatives and each of their respective successors and assigns.
Non-reliance Letter. The Undersigned, on behalf of each Account, will, simultaneously with the execution and delivery of this Agreement, execute and deliver to the Agent, a non-reliance letter in the form attached as Exhibit B hereto.
Non-reliance Letter. Project Thunder: L.E.K. Final Report Dated March 18, 2014 (“Final Report”) We are writing to confirm the terms upon which we are prepared to disclose a copy of the Final Report to you. You acknowledge that this letter is intended to be legally binding between us.