No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article III, Parent and Merger Sub hereby acknowledge and agree that (a) no member of the Company Group, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to any member of the Parent Group or any other person, and (b) neither the Company nor any of its Subsidiaries, nor any of member of the Company Group nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any member of the Parent Group or any other Person, resulting from the delivery, dissemination or any other distribution to any member of the Parent Group or any other Person, or the use by any member of the Parent Group or any other Person, of any such information provided or made available to any of them by any member of the Company Group or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to any member of the Parent Group or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of any of the Transaction.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Country Style Cooking Restaurant Chain Co., Ltd.), Agreement and Plan of Merger (Country Style Cooking Restaurant Chain Co., Ltd.), Agreement and Plan of Merger (Airmedia Group Inc.)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIIIV, Parent the Company hereby acknowledges and Merger Sub hereby acknowledge and agree agrees that (a) no member neither Parent nor any of the Company Groupits Subsidiaries, nor or any of their respective Affiliates or Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company Parent or any of its Subsidiaries or their respective business or operations, including with respect to any 39 information provided or made available to the Company or any member of the Parent Group its Affiliates or Representatives or any other person, Person and (b) neither the Company Parent nor any of its Subsidiaries, nor or any of member of the Company Group nor their respective Affiliates or Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to the Company or any member of the Parent Group its Affiliates or Representatives or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any member of the Parent Group its Affiliates or Representatives or any other Person, or the use by the Company or any member of the Parent Group its Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by Parent or any member of the Company Group its Subsidiaries, or any of their respective Affiliates or Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any member of the Parent Group its Affiliates or Representatives or any other Person, in “"data rooms,” " confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any of the Transactionother transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (Dts, Inc.)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article III, Parent Parent, Merger Sub and Merger Sub LLC hereby acknowledge and agree that (a) no member of neither the Company Groupnor any of its Subsidiaries, nor or any of their respective Affiliates or Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent, Merger Sub, Merger LLC or any member of the Parent Group their respective Affiliates or Representatives or any other person, Person and (b) neither the Company nor any of its Subsidiaries, nor or any of member of the Company Group nor their respective Affiliates or Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub, Merger LLC or any member of the Parent Group their respective Affiliates or Representatives or any other Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub, Merger LLC or any member of the Parent Group their respective Affiliates or Representatives or any other Person, or the use by Parent, Merger Sub, Merger LLC or any member of the Parent Group their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by any member of the Company Group or any of its Subsidiaries, or any of their respective Affiliates or Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub, Merger LLC or any member of the Parent Group their respective Affiliates or Representatives or any other Person, in “"data rooms,” " confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any of the Transactionother transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (Dts, Inc.)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article III, Parent Newco and Merger Sub hereby acknowledge and agree that (a) no member of neither the Company Groupnor any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Newco, Merger Sub or any member of the Parent Group their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other personPerson, and (b) neither the Company nor any of its Subsidiaries, nor or any of member of the Company Group their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Newco, Merger Sub or any member of the Parent Group their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, resulting from the delivery, dissemination or any other distribution to Newco, Merger Sub or any member of the Parent Group their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Newco, Merger Sub or any member of the Parent Group their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by any member of the Company Group or any of its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Newco, Merger Sub or any member of the Parent Group their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any other transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.13 or this Agreement shall (i) relieve any Person of liability for fraud or willful misconduct (ii) prevent Newco and Merger Sub from relying on the representations and warranties of the TransactionCompany set forth in this Agreement, the other agreements or certificates entered into or delivered by the Company in connection with this Agreement or statements made in any documents filed by the Company with the SEC or furnished by the Company to the SEC or (iii) be given effect in any claim in respect of fraud or willful misconduct.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sumtotal Systems Inc), Agreement and Plan of Merger (Sumtotal Systems Inc), Agreement and Plan of Merger (Vista Equity Partners Fund III LP)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIISection 5.1, Parent and Merger Sub hereby acknowledge and agree that (a) no member of neither the Company Groupnor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided provided, disclosed or made available delivered to any member of the Parent Group or any other person, and (b) neither Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of member of the Company Group their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any member of the Parent Group Parent, Merger Sub or any other Person, Person resulting from the delivery, dissemination or any other distribution to any member of the Parent Group Parent, Merger Sub or any other Person, or the use by any member of the Parent Group Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of them by its Subsidiaries, or any member of the Company Group their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to any member of the Parent Group Parent, Merger Sub or any other Person, Person in certain “data rooms,” confidential information memoranda or memoranda, management presentations or due diligence discussions in anticipation or contemplation of any of the Transactiontransactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Solera Holdings, Inc), Agreement and Plan of Merger (Wolverine World Wide Inc /De/), Agreement and Plan of Merger (Collective Brands, Inc.)
No Other Company Representations or Warranties. Except The Parent and the Purchaser hereby acknowledge and agree that, except for the representations and warranties set forth in Article IIIIII (in each case as qualified and limited by the Company Disclosure Schedule), Parent and Merger Sub hereby acknowledge and agree that (a) no member none of the Company Groupor any of its Subsidiaries, nor or any of its or their respective Affiliates, stockholders or Representatives, or any other PersonPerson acting on behalf of the Company, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Parent, the Purchaser or any member of the Parent Group their respective Affiliates, stockholders or Representatives, or any other personPerson acting on behalf of the Parent, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Parent, the Purchaser or any of their respective Affiliates, stockholders or Representatives, or any other Person acting on behalf of the Parent, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) neither to the fullest extent permitted by law, none of the Company nor or any of its Subsidiaries, nor or any of member its or their respective Affiliates, stockholders or Representatives, or any other Person acting on behalf of the Company Group nor any other PersonCompany, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to the Parent, the Purchaser or any member of the Parent Group their respective Affiliates, stockholders or Representatives, or any other PersonPerson acting on behalf of the Parent, resulting from the delivery, dissemination or any other distribution to the Parent, the Purchaser or any member of the Parent Group their respective Affiliates, stockholders or Representatives, or any other PersonPerson acting on behalf of the Parent, or the use by the Parent, the Purchaser or any member of the Parent Group their respective Affiliates, stockholders or Representatives, or any other PersonPerson acting on behalf of the Parent, of any such information provided or made available to any of them by any member of the Company Group or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders or Representatives, or any other PersonPerson acting on behalf of the Company, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Parent, the Purchaser or any member of the Parent Group their respective Affiliates, stockholders, or Representatives, or any other PersonPerson acting on behalf of the Parent, in “data rooms,” confidential information memoranda or memoranda, management presentations or otherwise in anticipation or contemplation of the Offer, the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article III (in each case as qualified and limited by the Company Disclosure Schedule)) none of the Parent, the Purchaser or any of their respective Affiliates, stockholders or Representatives, or any other Person acting on behalf of the TransactionParent, has relied on any such information (including the accuracy or completeness thereof).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cynosure Inc), Agreement and Plan of Merger (Hologic Inc)
No Other Company Representations or Warranties. Except for as and only to the extent expressly set forth in the representations and warranties set forth in Article III, Merger Subsidiary and Parent and Merger Sub hereby acknowledge and agree that that: (a) no member of neither the Company Groupnor any Company Subsidiaries, nor or any of their respective Affiliates or Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Company Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other person, Person; and (b) except in the case of Fraud, neither the Company nor any of its Company Subsidiaries, nor or any of member of the Company Group nor their respective Affiliates or Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, resulting from the delivery, dissemination or any other distribution to Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, or the use by Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by any member of the Company Group or any Company Subsidiaries, or any of their respective Affiliates or Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any of the TransactionTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SolarWinds, Inc.), Agreement and Plan of Merger (SolarWinds, Inc.)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article III, Purchaser and Parent and Merger Sub hereby acknowledge and agree that that: (a) no member of neither the Company Groupnor any Company Subsidiaries, nor or any of their respective Affiliates or Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Company Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Purchaser, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other person, Person; and (b) except in the case of Fraud, neither the Company nor any of its Company Subsidiaries, nor or any of member of the Company Group nor their respective Affiliates or Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Purchaser, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, resulting from the delivery, dissemination or any other distribution to Purchaser, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, or the use by Purchaser, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by any member of the Company Group or any Company Subsidiaries, or any of their respective Affiliates or Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Purchaser, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Offer, the Merger or any of the Transactionother Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wok Acquisition Corp.), Agreement and Plan of Merger (P F Changs China Bistro Inc)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article III, Parent and Merger Sub hereby acknowledge and agree that that, except for the representations and warranties expressly set forth in Article II, (a) no member neither the Company, nor any of the Company Groupits Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any other express or implied representation or warranty warranty, statutory or otherwise, with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent, Merger Sub or any member of the Parent Group their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other personPerson, and all representations and warranties other than those expressly set forth in Article II are hereby disclaimed by Parent and Merger Sub, (b) except as expressly set forth in this Agreement, neither the Company nor or any of its Subsidiaries, nor or any of member of the Company Group their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any member of the Parent Group their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any member of the Parent Group their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Sub or any member of the Parent Group their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by any member of the Company Group or any of its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or any member of the Parent Group their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any other transactions contemplated by this Agreement, and (c) except with respect to the representations and warranties expressly set forth in Article II, no Person has been authorized by the Company to make any representation or warranty relating to the Company, its Subsidiaries, or the business of the TransactionCompany or its Subsidiaries or otherwise in connection with the transactions contemplated hereby and, if made, such representation or warranty may not be relied upon as having been authorized by the Company and shall not be deemed to have been made by the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valley Telephone Co., LLC), Agreement and Plan of Merger (Knology Inc)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIISection 5.1 or in any certificate delivered in connection with this Agreement, Parent and Merger Sub hereby acknowledge and agree that (a) no member of neither the Company Groupnor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty to any Person with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided provided, disclosed or made available delivered to any member of the Parent Group or any other personMerger Sub, and (b) neither including in or via virtual or actual data rooms, information memoranda, management presentations, due diligence discussions, emails, telephone calls, or in-person meetings. Neither the Company nor any of its Subsidiaries, nor any of member of the Company Group their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any member of the Parent Group Parent, Merger Sub or any other Person, Person resulting from the delivery, dissemination or any other distribution to any member of the Parent Group Parent, Merger Sub or any other Person, or the use by any member of the Parent Group Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of them by its Subsidiaries, or any member of the Company Group their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to any member of the Parent Group Parent, Merger Sub or any other Person, Person in “or via virtual or actual data rooms,” , confidential information memoranda memoranda, management presentations, due diligence discussions, emails, telephone calls, or management presentations in anticipation or contemplation of any of the Transactionin-person meetings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dun & Bradstreet Corp/Nw), Agreement and Plan of Merger (Dun & Bradstreet Corp/Nw)
No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub hereby acknowledge and agree that III (a) no member of as modified by the Company GroupDisclosure Letter), the Transaction Documents and in any certificate or other document delivered in connection with this Agreement or the Transaction Documents, the Investor hereby acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Series A Preferred Stock, the Common Stock, the Company or any of its Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any information provided or made available to the Investor or any member of its Representatives or Affiliates or any information developed by the Investor or any of its Representatives or Affiliates, and none of the Parent Group Investor, its Affiliates or any of its or their Representatives has relied, is relying, or will rely on any other personrepresentations, and warranties, or other statements, or the accuracy or completnes thereof, or (b) neither the Company nor any of its Subsidiaries, nor any of member of the Company Group nor any other Personthan for Fraud, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any member of the Parent Group or any other Person, Investor resulting from the delivery, dissemination or any other distribution to any member of the Parent Group Investor or any other Personof its Representatives or Affiliates, or the use by any member of the Parent Group Investor or any other Personof its Representatives, of any such information provided or made available to any of them by any member of the Company Group or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to any member of the Parent Group Investor or any other Personof its Representatives, including in “data rooms,” confidential information memoranda due diligence materials, or management presentations (formal or informal), in anticipation or contemplation of any of the TransactionTransactions and the Investor, on behalf of itself and on behalf of its respective Affiliates, expressly waives any such claim relating to the foregoing matters.
Appears in 2 contracts
Samples: Investment Agreement (Blend Labs, Inc.), Investment Agreement (Blend Labs, Inc.)
No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article IIIARTICLE III or in any closing certificate delivered by the Company, Parent and Merger Sub hereby acknowledge and agree that (a) no member none of the Company, its Subsidiaries, their respective Representatives or any other Person on behalf of the Company Group, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to any member of the Parent Group Parent, Merger Sub or any other personof their respective Representatives, whether prior to or after the date hereof, and (b) neither none of the Company nor any of Company, its Subsidiaries, nor their respective Representatives or any of member other Person on behalf of the Company Group nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub, any member of the Parent Group or any other Person, their respective Representatives resulting from the delivery, dissemination or any other distribution to any member of the Parent Group Parent, Merger Sub, or any other Personof their respective Representatives, or the use by any member of the Parent Group Parent, Merger Sub, or any other Person, of their respective Representatives of any such information provided or made available to any of them by any member of the Company Group Company, its Subsidiaries or any other Persontheir respective Representatives, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to any member of the Parent Group Parent, Merger Sub or any other Personof their respective Subsidiaries, in “data rooms,” confidential information memoranda directors, officers, employees, agents, representatives or management presentations advisors in anticipation or contemplation of the Merger or any of the Transactionother transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enzymotec Ltd.), Agreement and Plan of Merger (Frutarom LTD)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article III, Parent Acquisition hereby acknowledges and Merger Sub hereby acknowledge and agree agrees that (a) no member of neither the Company Groupnor any of its Subsidiaries, nor any other Personof their respective Representatives, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to any member of the Parent Group Acquisition or any other personof its Representatives, and (b) neither the Company nor any of its Subsidiaries, nor any of member of the Company Group nor any other Persontheir respective Representatives, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any member of the Parent Group Acquisition or any other Personof its Representatives, resulting from the delivery, dissemination or any other distribution to any member of the Parent Group Acquisition or any other Personof its Representatives, or the use by any member of the Parent Group Acquisition or any other Personof its Representatives, of any such information provided or made available to any of them by any member of the Company Group or any other Personof its Subsidiaries, or any of their respective Representatives, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to any member of the Parent Group Acquisition or any other Personof its Representatives, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any of the Transactionother transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Amended and Restated Agreement and Plan of Merger (China Yida Holding, Co.), Agreement and Plan of Merger (China Yida Holding, Co.)
No Other Company Representations or Warranties. Except The Parent Parties agree and acknowledge that, except for the representations and warranties set forth made by the Company in Article III4, Parent and Merger Sub hereby acknowledge and agree that (a) no member of neither the Company Group, nor any other Person, has made or is making Person makes any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or businesses, operations, including properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company and its Subsidiaries, notwithstanding the delivery or disclosure to the Parent Parties or any of their respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any information provided one or made available to any member more of the Parent Group or any other personforegoing, and (b) each Parent Party acknowledges the foregoing. Without limiting the generality of the foregoing, except for the representations and warranties made by the Company in Article 4 neither the Company nor any other Person makes or has made any express or implied representation or warranty to the Parent Parties or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its SubsidiariesSubsidiaries or their respective businesses or (b) any oral, nor written, video, electronic or other information presented to the Parent Parties or any of member their respective Representatives in the course of their due diligence investigation of the Company Group nor any other PersonCompany, will have the Operating Partnership, the negotiation of this Agreement or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any member the course of the Parent Group or any other Person, resulting from the delivery, dissemination or any other distribution to any member of the Parent Group or any other Person, or the use by any member of the Parent Group or any other Person, of any such information provided or made available to any of them by any member of the Company Group or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to any member of the Parent Group or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of any of the TransactionTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wheeler Real Estate Investment Trust, Inc.), Agreement and Plan of Merger (Cedar Realty Trust, Inc.)
No Other Company Representations or Warranties. Except for as and only to the extent expressly set forth in the representations and warranties set forth made by the Company and contained in Article III, Merger Subsidiary and Parent and Merger Sub hereby acknowledge and agree that that: (a) no member of neither the Company Groupnor any Company Subsidiaries, nor or any of their respective Affiliates or Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Company Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other person, Person; and (b) except in the case of Fraud, neither the Company nor any of its Company Subsidiaries, nor or any of member of the Company Group nor their respective Affiliates or Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, resulting from the delivery, dissemination or any other distribution to Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, or the use by Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by any member of the Company Group or any Company Subsidiaries, or any of their respective Affiliates or Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any of the TransactionTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kadmon Holdings, Inc.), Agreement and Plan of Merger (Luminex Corp)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIIV, Parent and Merger Sub hereby acknowledge and agree that (a) no member of neither the Company Groupnor any of its Subsidiaries, nor or any of their respective shareholders, directors, officers, employees, Affiliates, advisors, agents, representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to any member of Parent or Merger Sub. Except for the Parent Group or any other personrepresentations and warranties set forth in Article V, and (b) neither the Company nor any of its Subsidiaries, nor or any of member of the Company Group their respective shareholders, directors, officers, employees, Affiliates, advisors, agents, representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any member of the Parent Group Parent, Merger Sub or any other Person, Person resulting from the delivery, dissemination or any other distribution to any member of the Parent Group Parent, Merger Sub or any other Person, or the use by any member of the Parent Group Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of them by its Subsidiaries, or any member of the Company Group their respective shareholders, directors, officers, employees, Affiliates, advisors, agents, representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to any member of the Parent Group Parent, Merger Sub or any other Person, Person in certain “data rooms,” ”, confidential information memoranda or management presentations in anticipation or contemplation of any of the Transactiontransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ems Technologies Inc)
No Other Company Representations or Warranties. Except for as and only to the extent expressly set forth in the representations and warranties set forth in Article III, Merger Subsidiary and Parent and Merger Sub hereby acknowledge and agree that that: (a) no member of neither the Company Groupnor any Company Subsidiaries, nor or any of their respective Affiliates or Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Company Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other person, Person; and (b) except in the case of fraud, neither the Company nor any of its Company Subsidiaries, nor or any of member of the Company Group nor their respective Affiliates or Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, resulting from the delivery, dissemination or any other distribution to Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, or the use by Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by any member of the Company Group or any Company Subsidiaries, or any of their respective Affiliates or Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any of the TransactionTransactions.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIISection 5.1, Parent and Merger Sub hereby acknowledge and agree that (a) no member of neither the Company Groupnor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to any member of the Parent Group or any other person, and (b) neither Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of member of the Company Group their respective stockholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any member of the Parent Group Parent, Merger Sub or any other Person, Person resulting from the delivery, dissemination or any other distribution to any member of the Parent Group Parent, Merger Sub or any other Person, or the use by any member of the Parent Group Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of them by its Subsidiaries, or any member of the Company Group their respective stockholders, directors, officers, employees, affiliates, advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to any member of the Parent Group Parent, Merger Sub or any other Person, Person in “certain "data rooms,” " confidential information memoranda or management presentations in anticipation or contemplation of any of the Transactiontransactions contemplated by this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIIARTICLE IV, Parent and Merger Acquisition Sub hereby acknowledge and agree that (a) no member of neither the Company Groupor any of its Subsidiaries, nor any of their respective Affiliates or Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Parent, Acquisition Sub or any member of the Parent Group their respective Affiliates or Representatives or any other personPerson, and (b) neither the Company nor any of its Subsidiaries, nor or any of member of the Company Group nor their respective Affiliates or Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Acquisition Sub or any member of the Parent Group their respective Affiliates or Representatives or any other Person, resulting from the delivery, dissemination or any other distribution to Parent, Acquisition Sub or any member of the Parent Group their respective Affiliates or Representatives or any other Person, or the use by Parent, Acquisition Sub or any member of the Parent Group their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by any member of the Company Group or any of its Subsidiaries, or any of their respective Affiliates or Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Acquisition Sub or any member of the Parent Group their respective Affiliates or Representatives or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any of the Transactionother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (McCormick & Schmicks Seafood Restaurants Inc.)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIISection 5.1, Parent and Merger Sub hereby acknowledge and agree that (a) no member of neither the Company Groupnor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business businesses or operations, including with respect to any information provided or made available to any member of the Parent Group or any other person, and (b) neither Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of member of the Company Group their respective stockholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any member of the Parent Group Parent, Merger Sub or any other Person, Person resulting from the delivery, dissemination or any other distribution to any member of the Parent Group Parent, Merger Sub or any other Person, or the use by any member of the Parent Group Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of them by its Subsidiaries, or any member of the Company Group their respective stockholders, directors, officers, employees, affiliates, advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to any member of the Parent Group Parent, Merger Sub or any other Person, Person in certain “data rooms,” confidential information memoranda or memoranda, management presentations or due diligence discussions in anticipation or contemplation of any of the Transaction.transactions contemplated by this Agreement, except to the extent any such information is expressly included in a representation or warranty contained in Article V.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Matrixx Initiatives Inc)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIISection 5.1, Parent and Merger Sub hereby acknowledge and agree that (a) no member of neither the Company Groupnor any of its Subsidiaries, nor any of their respective shareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided provided, disclosed or made available delivered to any member of the Parent Group or any other person, and (b) neither Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of member of the Company Group their respective shareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any member of the Parent Group Parent, Merger Sub or any other Person, Person resulting from the delivery, dissemination or any other distribution to any member of the Parent Group Parent, Merger Sub or any other Person, or the use by any member of the Parent Group Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of them by its Subsidiaries, or any member of the Company Group their respective shareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to any member of the Parent Group Parent, Merger Sub or any other Person, Person in certain “data rooms,” confidential information memoranda or memoranda, management presentations or due diligence discussions in anticipation or contemplation of any of the TransactionTransactions.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIISection 5.1, Parent and Merger Sub hereby acknowledge and agree that (a) no member of neither the Company Groupnor any of its Subsidiaries, nor any of their respective shareholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to any member of the Parent Group or any other personMerger Sub. Except as expressly provided in this Agreement, and (b) neither the Company nor any of its Subsidiaries, nor any of member of the Company Group their respective shareholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any member of the Parent Group Parent, Merger Sub or any other Person, Person resulting from the delivery, dissemination or any other distribution to any member of the Parent Group Parent, Merger Sub or any other Person, or the use by any member of the Parent Group Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of them by its Subsidiaries, or any member of the Company Group their respective shareholders, directors, officers, employees, affiliates, advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to any member of the Parent Group Parent, Merger Sub or any other Person, Person in certain “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of any of the Transactiontransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pharmaceutical Product Development Inc)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article III, Parent the Guarantors have acknowledged, and Newco and Merger Sub hereby acknowledge and agree acknowledge, that (a) no member of neither the Company Groupor any of its Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents, representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to any member of the Parent Group Guarantors, Newco or Merger Sub (or any other person, and (b) neither of them). Neither the Company nor or any of its Subsidiaries, nor or any of member of the Company Group their respective stockholders, directors, officers, employees, affiliates, advisors, agents, representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any member of the Parent Group Guarantors, Newco, Merger Sub or any other Person, Person resulting from the delivery, dissemination or any other distribution to any member of the Parent Group Guarantors, Newco, Merger Sub or any other Person, or the use by any member of the Parent Group Guarantors, Newco, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of them by its Subsidiaries, or any member of the Company Group their respective stockholders, directors, officers, employees, affiliates, advisors, agents, representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to any member of the Parent Group Guarantors, Newco, Merger Sub or any other Person, Person in certain “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of any of the Transactiontransactions contemplated by this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIIV, Parent and Merger Sub hereby acknowledge and agree that (a) no member of neither the Company Groupnor any of its Subsidiaries, nor any of their respective shareholders, directors, officers, employees, Affiliates, advisors, agents, representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to any member of the Parent Group or any other person, and (b) neither Merger Sub. Neither the Company nor any of its Subsidiaries, nor or any of member of the Company Group their respective shareholders, directors, officers, employees, Affiliates, advisors, agents, representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any member of the Parent Group Parent, Merger Sub or any other Person, Person resulting from the delivery, dissemination or any other distribution to any member of the Parent Group Parent, Merger Sub or any other Person, or the use by any member of the Parent Group Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of them by its Subsidiaries, or any member of the Company Group their respective shareholders, directors, officers, employees, Affiliates, advisors, agents, representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to any member of the Parent Group Parent, Merger Sub or any other Person, Person in certain “data rooms,” ”, confidential information memoranda or management presentations in anticipation or contemplation of any of the TransactionOffer, the Merger or the other transactions contemplated by this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIISection 5.1, Parent and Merger Sub hereby acknowledge and agree that (a) no member of neither the Company Groupnor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to any member of the Parent Group or any other person, and (b) neither Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of member of the Company Group their respective stockholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any member of the Parent Group Parent, Merger Sub or any other Person, Person resulting from the delivery, dissemination or any other distribution to any member of the Parent Group Parent, Merger Sub or any other Person, or the use by any member of the Parent Group Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of them by its Subsidiaries, or any member of the Company Group their respective stockholders, directors, officers, employees, affiliates, advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to any member of the Parent Group Parent, Merger Sub or any other Person, Person in certain “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of any of the Transactiontransactions contemplated by this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Except for as and only to the extent expressly set forth in the representations and warranties set forth made by the Company and contained in Article IIIIV or the certificate to be provided pursuant to clause (c)(vii) of Annex A, Parent and Merger Sub and Parent hereby acknowledge and agree that that: (a) no member of neither the Company Groupnor any Company Subsidiaries, nor or any of their respective Affiliates or Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Company Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Merger Sub, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other person, Person; and (b) except in the case of Fraud, neither the Company nor any of its Company Subsidiaries, nor or any of member of the Company Group nor their respective Affiliates or Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Merger Sub, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, resulting from the delivery, dissemination or any other distribution to Merger Sub, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, or the use by Merger Sub, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by any member of the Company Group or any Company Subsidiaries, or any of their respective Affiliates or Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Merger Sub, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any of the TransactionTransactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TherapeuticsMD, Inc.)
No Other Company Representations or Warranties. Except The Parent Parties hereby acknowledge and agree that (a) except for the representations and warranties set forth in Article III, Parent and Merger Sub hereby acknowledge and agree that (a) no member of neither the Company Groupnor any Company Subsidiaries, nor or any of their respective Affiliates or Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its the Company Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent or any member of the Parent Group their respective Affiliates or Representatives or any other person, Person and (b) except in the case of fraud, neither the Company nor any of its Company Subsidiaries, nor or any of member of the Company Group nor their respective Affiliates or Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any member of the Parent Group Parties or any of their respective Affiliates or Representatives or any other Person, resulting from the delivery, dissemination or any other distribution to any member of the Parent Group Parties or any of their respective Affiliates or Representatives or any other Person, or the use by any member of the Parent Group Parties or any of their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by any member of the Company Group or any Company Subsidiaries, or any of their respective Affiliates or Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent or any member of the Parent Group its Affiliates or Representatives or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Mergers or any of the Transactionother Transactions.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIISection 3.1, Parent and Merger Sub hereby acknowledge and agree that (a) no member of neither the Company Groupnor any of its Subsidiaries, nor any of their respective Representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or Company, any of its Subsidiaries Subsidiaries, any of the Physician Practices or their respective business businesses or operations, including with respect to any information provided or made available to any member of the Parent Group or any other person, and (b) neither Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of member of the Company Group their respective Representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any member of the Parent Group Parent, Merger Sub or any other Person, Person resulting from the delivery, dissemination or any other distribution to any member of the Parent Group Parent, Merger Sub or any other Person, or the use by any member of the Parent Group Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of them by its Subsidiaries, or any member of the Company Group their respective Representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to any member of the Parent Group Parent, Merger Sub or any other Person, Person in certain “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of any of the Transactiontransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integramed America Inc)
No Other Company Representations or Warranties. Except Purchaser and Parent hereby acknowledge and agree that (a) except for the representations and warranties set forth in Article III, Parent and Merger Sub hereby acknowledge and agree that (a) no member of neither the Company Groupnor any Company Subsidiaries, nor or any of their respective Affiliates or Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Company Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Purchaser, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other person, Person and (b) except in the case of Fraud, neither the Company nor any of its Company Subsidiaries, nor or any of member of the Company Group nor their respective Affiliates or Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Purchaser, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, resulting from the delivery, dissemination or any other distribution to Purchaser, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, or the use by Purchaser, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by any member of the Company Group or any Company Subsidiaries, or any of their respective Affiliates or Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Purchaser, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Offer, the Merger or any of the Transaction.other Transactions
Appears in 1 contract
No Other Company Representations or Warranties. Except Purchaser and Parent hereby acknowledge and agree that (a) except for the representations and warranties set forth in Article III, Parent and Merger Sub hereby acknowledge and agree that (a) no member of neither the Company Groupnor any Company Subsidiaries, nor or any of their respective Affiliates or Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Company Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Purchaser, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other person, Person and (b) except in the case of Fraud, neither the Company nor any of its Company Subsidiaries, nor or any of member of the Company Group nor their respective Affiliates or Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Purchaser, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, resulting from the delivery, dissemination or any other distribution to Purchaser, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, or the use by Purchaser, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by any member of the Company Group or any Company Subsidiaries, or any of their respective Affiliates or Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Purchaser, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Offer, the Merger or any of the Transactionother Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GenMark Diagnostics, Inc.)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIIII, Parent and Merger Sub and Parent hereby acknowledge and agree that that: (a) no member of neither the Company Groupnor any Company Subsidiaries, nor or any of their respective Affiliates or Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Company Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Merger Sub, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other person, Person; and (b) except in the case of fraud, neither the Company nor any of its Company Subsidiaries, nor or any of member of the Company Group nor their respective Affiliates or Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Merger Sub, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, resulting from the delivery, dissemination or any other distribution to Merger Sub, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, or the use by Merger Sub, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by any member of the Company Group or any Company Subsidiaries, or any of their respective Affiliates or Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Merger Sub, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any of the Transactionother Transactions.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article IIIARTICLE III and in any closing certificate, Parent and Merger Sub hereby acknowledge and agree that (a) no member none of the Company GroupCompany, nor its Subsidiary, their respective Representatives or any other Person, Person has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries Subsidiary or their respective business or operations, including with respect to any information provided or made available to Parent, Merger Sub, any member of the Parent Group their respective Representatives or any other personPerson, whether prior to or after the date hereof, and (b) neither the Company nor any of its Subsidiaries, nor any of member none of the Company Group nor Company, its Subsidiary, their respective Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub, any member of the Parent Group their respective Representatives or any other Person, Person resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub, any member of the Parent Group their respective Representatives or any other Person, or the use by Parent, Merger Sub, any member of the Parent Group their respective Representatives or any other Person, Person of any such information provided or made available to any of them by any member of the Company Group Company, its Subsidiary, their respective Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or any member of the Parent Group their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, Person in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any of the Transactionother transactions contemplated by this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIISection 5.1, Parent and Merger Sub hereby acknowledge and agree that (a) no member of neither the Company Groupnor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty warranty, whether written or oral, with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to any member of the Parent Group or any other person, and (b) neither Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of member of the Company Group their respective stockholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any member of the Parent Group Parent, Merger Sub or any other Person, Person resulting from the delivery, dissemination or any other distribution to any member of the Parent Group Parent, Merger Sub or any other Person, or the use by any member of the Parent Group Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of them by its Subsidiaries, or any member of the Company Group their respective stockholders, directors, officers, employees, affiliates, advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to any member of the Parent Group Parent, Merger Sub or any other Person, Person in certain “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of any of the Transactiontransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rf Monolithics Inc /De/)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article III, Merger Subsidiary and Parent and Merger Sub hereby acknowledge and agree that that: (a) no member of neither the Company Groupnor any Company’s Subsidiaries, nor or any of their respective Affiliates or Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Company’s Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other person, Person; and (b) except in the case of fraud, neither the Company nor any of its Company’s Subsidiaries, nor or any of member of the Company Group nor their respective Affiliates or Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, resulting from the delivery, dissemination or any other distribution to Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, or the use by Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by any member of the Company Group or any Company’s Subsidiaries, or any of their respective Affiliates or Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Merger Subsidiary, Parent or any member of the Parent Group their respective Affiliates or Representatives or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any of the TransactionTransactions.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article IIIARTICLE III and in any closing certificate, Parent and Merger Sub hereby acknowledge and agree that (a) no member none of the Company GroupCompany, nor its Subsidiaries, their respective Representatives or any other Person, Person has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent, Merger Sub, any member of the Parent Group their respective Representatives or any other personPerson, whether prior to or after the date hereof, and (b) neither none of the Company nor any of Company, its Subsidiaries, nor any of member of the Company Group nor their respective Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub, any member of the Parent Group their respective Representatives or any other Person, Person resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub, any member of the Parent Group their respective Representatives or any other Person, or the use by Parent, Merger Sub, any member of the Parent Group their respective Representatives or any other Person, Person of any such information provided or made available to any of them by any member of the Company Group Company, its Subsidiaries, their respective Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or any member of the Parent Group their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, Person in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any of the Transactionother transactions contemplated by this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article III, Parent Newco and Merger Sub hereby acknowledge and agree that (a) no member of neither the Company Groupor any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Newco, Merger Sub or any member of the Parent Group their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other personPerson, and (b) neither the Company nor or any of its Subsidiaries, nor or any of member of the Company Group their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Newco, Merger Sub or any member of the Parent Group their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, resulting from the delivery, dissemination or any other distribution to Newco, Merger Sub or any member of the Parent Group their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Newco, Merger Sub or any member of the Parent Group their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by any member of the Company Group or any of its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Newco, Merger Sub or any member of the Parent Group their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any other transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.13 or this Agreement shall relieve any Person of liability for fraud or willful misconduct or prevent Newco and Merger Sub from relying on the representations and warranties of the TransactionCompany set forth in this Agreement or the other agreements or certificates entered into or delivered by the Company in connection with this Agreement.
Appears in 1 contract
