No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger Sub, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactions.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Spring Valley Acquisition Corp.), Agreement and Plan of Merger (Spring Valley Acquisition Corp.), Agreement and Plan of Merger (Spring Valley Acquisition Corp.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article VIII (as qualified by the Company Disclosure Letter), neither Acquiror nor Merger Subnone of the Company, nor any of its affiliates or any other Person, has made or Person on behalf of the Company makes any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, either written the Company Subsidiaries or oraltheir respective businesses or with respect to any other information provided, on behalf of Acquiror or Merger Submade available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson will have or be subject to any liability or other obligation to Parent, makes Merger Sub or has their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available to III (as qualified by the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsCompany Disclosure Letter).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Tower Semiconductor LTD), Agreement and Plan of Merger (Itamar Medical Ltd.), Agreement and Plan of Merger
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained expressly made by the Company in this Article VIII and the certificate delivered by the Company pursuant to Section 6.02(a), neither Acquiror the Company nor Merger Subany of its Subsidiaries, nor any other Person, has made or makes is making any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company or completeness any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Representatives and expressly disclaims or Affiliates of any such documentation, forecasts or other representations information with respect to any one or warranties. Without limiting more of the foregoing, and each of Parent and Merger Sub acknowledges the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties expressly made by the Company in this Article III and the certificate delivered by the Company pursuant to Section 6.02(a), neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Parent, Merger Sub or any of their respective Representatives or Affiliates with respect to, and shall have no liability in respect of, to (ai) any financial projection, forecast, estimate, budget or prospect prospective information relating to Acquiror the Company, any of its Subsidiaries or their respective businesses or (ii) any oral, written or other information presented or provided to Parent, Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror of their respective Representatives or Merger Sub in this Article V, written information made available to the other parties hereto Affiliates in the course of their evaluation due diligence investigation of Acquiror the Company and Merger Sub and its Subsidiaries, the negotiation of this Agreement or in the course of the Transactions.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Astra Space, Inc.), Agreement and Plan of Merger (SherpaVentures Fund II, LP), Agreement and Plan of Merger (London Adam)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained made in this Article V4, as qualified by the Company Disclosure Schedule, or any certificate delivered pursuant to this Agreement, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company or completeness of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective Representatives businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement, the Merger or the transactions contemplated hereby, and expressly the Company hereby disclaims any such other representations or warranties. Without In particular, without limiting the foregoingforegoing disclaimer, except as expressly provided in this Article 4, as qualified by the Company Disclosure Schedule, or any certificate delivered pursuant to this Agreement, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any representation or warranty to the other parties hereto Parent or any of its Affiliates or Representatives with respect to, and shall have no liability in respect of, to (ai) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company or Merger Sub any of its Subsidiaries or their respective business; or (bii) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available presented to the other parties hereto Parent or any of its Affiliates or Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the TransactionsMerger or the transactions contemplated hereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Exxon Mobil Corp)
No Other Representations or Warranties. The Except for the representations and warranties made by Acquiror Parent and Merger Sub in this Article V are IV or the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article Vcertificate delivered pursuant to Section 7.3(c), neither Acquiror Parent nor Merger Sub, Sub (nor any other Person, person on their behalf) makes or has made or makes any other express or implied representation or warrantywarranty with respect to Parent, either written Merger Sub or oraltheir Subsidiaries or affiliates or their respective business, on behalf operations, assets, liabilities, results of Acquiror operations, condition (financial or otherwise) or prospects, or with respect to any estimates, projections, forecasts and other forward-looking information or business or strategic plan information regarding Parent, Merger SubSub and their Subsidiaries, or as to the accuracy or completeness of any of the information regarding Acquiror (including any statement, document or agreement delivered pursuant to this Agreement or any financial statements, including projections, estimates, forecasts or other forward-looking information) provided (including in any management presentations, information or descriptive memorandum, “data rooms” maintained by Parent, Merger Sub or their Representatives, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Company or any of its affiliates, stockholders or Representatives (in any form or through any medium). In particular, and without limiting the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting generality of the foregoing, except as expressly set forth in this Article IV or the certificate delivered pursuant to Section 7.3(c), neither Acquiror Parent nor Merger Sub, Sub (nor any other Person, person on their behalf) makes or has made any express or implied representation or warranty to the other parties hereto Company or any of its Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror Parent, Merger Sub, any of their Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available presented to the other parties hereto Company or any of its respective Representatives in the course of their evaluation due diligence investigation of Acquiror Parent and Merger Sub and Sub, the negotiation of this Agreement or in the course of the Transactionstransactions related hereto.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (United Rentals North America Inc), Agreement and Plan of Merger (Neff Corp), Agreement and Plan of Merger (Neff Corp)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained made in this Article V5, as qualified by the Parent Disclosure Schedule, or any certificate delivered pursuant to this Agreement, neither Acquiror nor Parent, Merger Sub, Sub nor any other Person, has made or Person makes any other express or implied representation or warranty, either written warranty with respect to Parent or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective Representatives businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement, the Merger or the transactions contemplated hereby, and expressly Parent hereby disclaims any such other representations or warranties. Without In particular, without limiting the foregoingforegoing disclaimer, except as expressly provided in this Article 5, as qualified by the Parent Disclosure Schedule, or any certificate delivered pursuant to this Agreement, neither Acquiror nor Parent, Merger Sub, Sub nor any other Person, Person makes or has made any representation or warranty to the other parties hereto Company or any of its Affiliates or Representatives with respect to, and shall have no liability in respect of, to (ai) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror Parent or Merger Sub any of its Subsidiaries or their respective businesses; or (bii) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available presented to the other parties hereto Company or any of its Affiliates or Representatives in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsMerger or the transactions contemplated hereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Exxon Mobil Corp)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by Company in this Article VIII or in the certificate delivered pursuant to Section 7.2(d), neither Acquiror nor Merger Sub, Company (nor any other Person, person on Company’s behalf) makes or has made or makes any other express or implied representation or warrantywarranty with respect to Company or its Subsidiaries or their respective business, either written operations, assets, liabilities, results of operations, condition (financial or oralotherwise) or prospects, on behalf of Acquiror or Merger Subwith respect to any estimates, projections, forecasts and other forward-looking information or business or strategic plan information regarding Company and its Subsidiaries, or as to the accuracy or completeness of any of the information regarding Acquiror (including any statement, document or agreement delivered pursuant to this Agreement or any financial statements, including projections, estimates, forecasts or other forward-looking information) provided (including in any management presentations, information or descriptive memorandum, “data rooms” maintained by Company or its Representatives, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Parent and Merger Sub available to the other parties or any of their respective affiliates, stockholders or Representatives (in any form or through any medium). In particular, and expressly disclaims any such other representations or warranties. Without without limiting the generality of the foregoing, except as expressly set forth in this Article III or in the certificate delivered pursuant to Section 7.2(d), neither Acquiror nor Merger Sub, Company (nor any other Person, person on Company’s behalf) makes or has made any express or implied representation or warranty to the other parties hereto Parent, Merger Sub or any of their respective Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror Company, any of its Subsidiaries or Merger Sub their respective businesses or (b) any oral oror written information presented to Parent, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto or any of their respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and Company, the negotiation of this Agreement or in the course of the Transactionstransactions related hereto.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Neff Corp), Agreement and Plan of Merger (United Rentals North America Inc), Agreement and Plan of Merger (H&E Equipment Services, Inc.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub Except as otherwise expressly provided in this Article V are IV (as may be modified by the exclusive representations Company Disclosure Schedule), Company hereby expressly disclaims and warranties made by Acquirornegates, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger Sub, nor any other Person, has made or makes any other express or implied representation or warrantywarranty whatsoever (whether at Law or in equity) with respect to Company and its Affiliates, either written and any matter relating to any of them, including their affairs, the condition, value or oralquality of the assets, on behalf liabilities, financial condition or results of Acquiror operations, or Merger Sub, with respect to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course Purchaser Parties, their Affiliates or any of their evaluation respective representatives by, or on behalf of, Purchaser Parties, and any such representations or warranties are expressly disclaimed. Without limiting the generality of Acquiror and Merger Sub and the negotiation of foregoing, except as expressly set forth in this Agreement (as may be modified by the Company Disclosure Schedule), neither the Company nor any other Person on behalf thereof has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Purchaser Parties, or their Affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any presentation or in any other information made available to the course Purchaser Parties, or their Affiliates or any of the Transactionstheir representatives or any other Person, and any such representations or warranties are expressly disclaimed.
Appears in 3 contracts
Samples: Merger Agreement (Golden Path Acquisition Corp), Merger Agreement (WiMi Hologram Cloud Inc.), Merger Agreement (Venus Acquisition Corp)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties expressly contained in this Article VAgreement (or in any certificate delivered by the Company pursuant hereto), each of Parent and Merger Sub acknowledges that neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person acting on its behalf makes any other express or any implied representation representations or warrantywarranties in this Agreement with respect to (i) the Company or its Subsidiaries, either written any of their businesses, operations, assets, liabilities, condition (financial or oral, on behalf of Acquiror otherwise) or Merger Sub, prospects or any other matter relating to the Company or its Subsidiaries or (ii) the accuracy or completeness of any documentation, forecasts or other information regarding Acquiror provided by the Company or any Person acting on any of their behalf to Parent or Merger Sub, any Affiliate of Parent or any Person acting on any of their behalf and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Sub, or any of their Representatives or Affiliates of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing. Each of Parent and Merger Sub also acknowledges and agrees that the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to the other parties Parent, Merger Sub or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsAffiliates.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Goodrich Petroleum Corp), Agreement and Plan of Merger (ProFrac Holding Corp.), Agreement and Plan of Merger (FTS International, Inc.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Company in this Article VIV, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company or completeness any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Representatives or Affiliates of any documentation, forecasts or other information with respect to any one or more of the foregoing, and expressly disclaims any such other representations or warrantieseach of Parent and Merger Sub acknowledge the foregoing. Without In particular, and without limiting the generality of the foregoing, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Parent, Merger Sub or any of their respective Representatives or Affiliates with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect prospective information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub or their respective businesses, (b) any oral orjudgment based on actuarial principles, practices or analyses by any Person or as to the future satisfaction or outcome of any assumption, (c) whether (i) reserves for losses (including incurred but not reported losses, loss adjustment expenses whether allocated or unallocated, unearned premium or uncollectible reinsurance) (A) will be sufficient or adequate for the purposes for which they were established or (B) may not develop adversely or (ii) the reinsurance recoverables taken into account in determining the amount of such reserves for losses will be collectible, or (d) except for the representations and warranties expressly made by Acquiror or Merger Sub the Company in this Article VIV, any oral or written information made available presented to the other parties hereto Parent, Merger Sub or any of their respective Representatives or Affiliates in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Validus Holdings LTD), Agreement and Plan of Merger (American International Group Inc)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article VSection 5.1, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person on behalf of the Company makes any other express or implied representation or warrantywarranty with respect to the Company or any its Subsidiaries or their respective businesses, either written operations, properties, assets, liabilities or oral, condition (financial or otherwise). Neither the Company nor any Person on behalf of Acquiror the Company makes any express or Merger Subimplied representation or warranty with respect to any estimates, to the accuracy projections, forecasts and other forward-looking information or completeness of any business and strategic plan information regarding Acquiror the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub available to the other parties or any of their respective Representatives and expressly disclaims of any such documentation, forecasts or other representations information with respect to any one or warranties. Without limiting more of the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral orand, except for the representations and warranties expressly of the Company in this Section 5.1, any other information provided or made by Acquiror available to Parent or Merger Sub or their respective Representatives in connection with the Merger or the other transactions contemplated by this Article VAgreement (including any information, written information documents, projections, forecasts, estimates, predictions or other material made available to Parent or Merger Sub or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Merger or the other parties hereto in the course transactions contemplated by this Agreement), and each of their evaluation of Acquiror Parent and Merger Sub and acknowledge the negotiation of this Agreement or in the course of the Transactionsforegoing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Monsanto Co /New/), Agreement and Plan of Merger
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (i) Except for the representations and warranties contained made by the Company in this Article VSection 2.2, neither Acquiror nor Merger Subthe Company, any of its Subsidiaries, any of their respective Representatives, nor any other Personperson makes, has made or makes has been authorized to make any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy or completeness Company, any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective Representatives businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and expressly the Company hereby disclaims any such other representations or warranties. Without In particular, without limiting the foregoingforegoing disclaimer, neither Acquiror nor Merger Subthe Company, any of its Subsidiaries, any of their respective Representatives, nor any other Personperson makes, makes has made or has made been authorized to make any representation or warranty to the other parties hereto Purchaser or any of its affiliates or its or their respective Representatives with respect to, and shall have no liability in respect of, to (aA) any financial projection, forecast, estimate, budget or prospect prospective information relating to Acquiror the Company or Merger Sub any of its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or (bB) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub the Company in this Article VSection 2.2, any oral or written information made available presented to the other parties hereto Purchaser or any of its affiliates or its or their respective Representatives in the course of (x) their evaluation due diligence investigation of Acquiror and Merger Sub and the Company or its Subsidiaries, (y) the negotiation of this Agreement or in (z) the course of the Transactionstransactions contemplated hereby.
Appears in 3 contracts
Samples: Investment Agreement (New York Community Bancorp, Inc.), Investment Agreement (New York Community Bancorp, Inc.), Investment Agreement (New York Community Bancorp, Inc.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Partnership Parties in this Article VARTICLE VI, neither Acquiror nor Merger Sub, none of the Partnership Parties nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Partnership Parties or completeness any of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, and each of the Partnership Parties hereby expressly disclaims any such other representations or warranties. Without In particular, without limiting the foregoing, neither Acquiror nor Merger Sub, none of the Partnership Parties nor any other Person, Person makes or has made any representation or warranty to the other parties hereto Parent Parties, Merger Sub or any of their respective Affiliates or Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Partnership Parties, any of their respective Affiliates or Merger Sub any of their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub any of the Partnership Parties in this Article VARTICLE VI, written information made available to the other parties hereto Parent Parties, Merger Sub or any of their respective Affiliates or Representatives in the course of their evaluation of Acquiror and Merger Sub and the Partnership, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 6.16 shall limit the Parent Parties’ or Merger Sub’s remedies with respect to intentional or willful misrepresentation of material facts that constitute common law fraud arising from or relating to the express representations and warranties made by the Partnership in this ARTICLE VI.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Enbridge Inc), Agreement and Plan of Merger (Enbridge Energy Partners Lp), Agreement and Plan of Merger (Enbridge Inc)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Company in this Article VIII, in any Transaction Documents or in any certificate or other document delivered in connection with this Agreement or the Transaction Documents, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person acting on its behalf makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Preferred Stock, the Common Stock, the Company or completeness any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to the Investor or its Representatives and expressly disclaims of any such documentation, forecasts or other representations information with respect to any one or warranties. Without limiting more of the foregoing, and the Investor acknowledges the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by the Company in this Article III, the Transaction Documents, or in any certificate or other document delivered in connection with this Agreement or the Transaction Documents, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Investor or its Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available presented to the other parties hereto Investor or its Representatives in the course of their evaluation its due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the TransactionsTransactions or any other transactions or potential transactions involving the Company and the Investor.
Appears in 2 contracts
Samples: Investment Agreement (Western Digital Corp), Investment Agreement (Western Digital Corp)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article VIV (as qualified by the Parent Disclosure Letter), neither Acquiror nor Merger Subnone of Parent, nor any of its affiliates or any other Person, has made or Person on behalf of Parent makes any other express or implied representation or warranty (and there is and has been no reliance by the Company or any of its respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to Parent, either written the Parent Subsidiaries or oraltheir respective businesses or with respect to any other information provided, on behalf of Acquiror or Merger Submade available, to the Company or its respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, Parent nor any other Person, makes Person will have or has made be subject to any representation liability or warranty other obligation to the Company or its Representatives or affiliates or any other parties hereto with respect toPerson resulting from the Company or its Representatives’ or affiliates’ use of any information, and shall have no liability in respect ofdocuments, (a) any financial projectionprojections, forecast, estimate, budget forecasts or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information other material made available to the other parties hereto Company or its Representatives or affiliates, including any information made available in teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement Company or its respective Representatives or in the course of any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV (as qualified by the Parent Disclosure Letter).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Integrated Device Technology Inc)
No Other Representations or Warranties. The (a) Except for the representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by 4, neither Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger Sub, Sub nor any other Person, has made or Person makes any other express or implied representation or warrantywarranty with respect to Acquiror, either written or oralits Subsidiaries, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and expressly disclaims Acquiror and Merger Sub hereby disclaim any such other representations or warranties. Without In particular, without limiting the foregoingforegoing disclaimer, except as expressly set forth herein neither Acquiror nor Acquiror, Merger Sub, Sub nor any other Person, Person makes or has made any representation or warranty to the other parties hereto Company or any of its Affiliates or representatives with respect to, and shall have no liability in respect of, : (ai) any financial projection, forecast, estimate, budget or prospect prospective information relating to Acquiror Acquiror, any of its Subsidiaries or Merger Sub their respective businesses; or (bii) any oral or, except for the representations and warranties expressly made by Acquiror or and Merger Sub in this Article V4, any oral or written information made available presented to the other parties hereto Company or any of its Affiliates or representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and Sub, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centrue Financial Corp), Agreement and Plan of Merger (Midland States Bancorp, Inc.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained of the Seller set forth in this Article VARTICLE III, Buyer hereby acknowledges and agrees that (a) neither Acquiror nor Merger Subany Seller-Related Party, nor any other Person, has made or makes is making any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy or completeness of Business, including with respect to any information regarding Acquiror provided or Merger Sub made available to the any Buyer-Related Parties or any other parties or their respective Representatives Person, and expressly disclaims (b) neither any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger SubSeller-Related Parties, nor any other Person, makes will have or has made be subject to any representation liability or warranty indemnification obligation or other obligation of any kind or nature to any Buyer-Related Party or any other Person, resulting from the delivery, dissemination or any other parties hereto with respect todistribution to any Buyer-Related Parties or any other Person, and shall have no liability in respect ofor the use by any Buyer-Related Party or any other Person, (a) of any financial projection, forecast, estimate, budget such information provided or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to any of them by any Seller-Related Party 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 Buyer-Related Parties or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the other parties hereto transactions contemplated by this Agreement. Buyer also acknowledges that its sole and exclusive recourse in respect of the course of their evaluation of Acquiror and Merger Sub and the negotiation of transactions contemplated by this Agreement or in is to assert the course rights of the TransactionsBuyer pursuant to ARTICLE II, ARTICLE VI, ARTICLE VII, ARTICLE VIII, ARTICLE IX, ARTICLE X and ARTICLE XI.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Susser Petroleum Partners LP), Purchase and Sale Agreement
No Other Representations or Warranties. The representations and warranties made by Acquiror Parent and Merger Sub in this Article V are have conducted their own independent investigation, review and analysis of the exclusive representations business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and warranties made prospects of the Company and its Subsidiaries, which investigation, review and analysis was done by AcquirorParent, Merger Sub, their Affiliates, Sub and their respective Representatives. In entering into this Agreement, Parent and Merger Sub acknowledge that they have relied solely upon the aforementioned investigation, review and analysis and not on any representations or opinions (whether written or oral) of the Company or its Affiliates (except the specific representations made in Article IV). Except for the representations and warranties contained in this Article VIV and in the certificate delivered by the Company pursuant to Section 9.3(f ), Parent and Merger Sub acknowledge that (a) neither the Company nor any other Person on behalf of the Company makes any other representation or warranty, express or implied, written or oral, at law or in equity, with respect to the Company, its Subsidiaries, or the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects thereof, including with respect to (i) merchantability or fitness for any particular use or purpose, or (ii) the probable success or profitability of the Company, its Subsidiaries or the business thereof after the Closing Date, and (b) except (subject to Section 4.26 and Section 5.26 ) in the case of common law fraud, neither Acquiror the Company nor any other Person will have or be subject to any liability or indemnification obligation to Parent, Merger SubSub or any other Person resulting from the distribution to Parent, nor Merger Sub or any other Person, has made or makes any other express or implied representation or warrantytheir use, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror provided in connection with the Transactions, including any information, documents, projections, forecasts or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information material made available to the other parties hereto them in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement certain"data rooms" or management presentations or in the course of any other form in expectation of, or in connection with, the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Euronav NV), Agreement and Plan of Merger (Euronav NV)
No Other Representations or Warranties. The representations Match acknowledges and warranties made by Acquiror agrees, on behalf of itself and Merger Sub in this Article V are all members of the exclusive representations and warranties made by AcquirorMatch Group, Merger Subthat, their Affiliates, and their respective Representatives. Except except for the representations and warranties contained in this Article VV and any representations and warranties of IAC contained in the Ancillary Agreements, neither Acquiror nor Merger Sub, no member of the IAC Group nor any other PersonPerson makes, has made or makes and neither Match nor any other express or implied member of the Match Group is relying on, any representation or warranty, either written express or oralimplied, on behalf of Acquiror or Merger Sub, with respect to the accuracy members of the IAC Group, their businesses or completeness of with respect to any information regarding Acquiror furnished, disclosed or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information otherwise made available to the other parties hereto Match or any of its Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub IAC’s businesses and the negotiation of this Agreement or otherwise in connection with the course Transactions (including as to the accuracy and completeness thereof). Match acknowledges and agrees that, except pursuant to the terms and conditions of this Agreement and the other Transaction Documents, neither IAC nor any other Person shall be subject to any Liability or responsibility whatsoever to Match or any of the TransactionsMatch Affiliates or any of its stockholders, controlling Persons or Representatives on any basis (including in contract or tort, under securities Laws or otherwise) resulting from or based upon IAC’s furnishing, disclosing or otherwise making available in connection with this Agreement and the transactions contemplated hereby any information, documents or material in any form to Match or the Match Affiliates, stockholders, controlling Persons or Representatives, including in any data room or management presentations (formal or informal) and including any financial statements and any projections, forecasts, budgets, estimates or other forward-looking information, or the use of any such information.
Appears in 2 contracts
Samples: Transaction Agreement (Match Group, Inc.), Transaction Agreement (Match Group, Inc.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained in this Article VAgreement or the Stockholders’ Agreements, each of Purchaser and Merger Sub acknowledges that neither Acquiror nor Merger Sub, the Company nor any other Person, Person on behalf of the Company has made or makes is making any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy or completeness Company, any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective Representatives and expressly disclaims any such other representations businesses, or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor with respect to any other Personinformation provided to Parent, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror Purchaser or Merger Sub or (b) any oral orof their Representatives. Except with respect to information provided or confirmed by the Company or any Company Subsidiary expressly for inclusion in the Parent Shareholders Circular in accordance with Section 3.29, except for neither the representations and warranties expressly made by Acquiror Company nor any other Person will have or be subject to any liability or indemnification obligation to Parent, Purchaser or Merger Sub in this Article Vor, written information insofar as the parties are concerned, any other Person resulting from the distribution to Parent, Purchaser or Merger Sub of, or use by Parent, Purchaser or Merger Sub of, any such information, including without limitation any information, documents, projections, forecasts or other material made available to the other parties hereto in the course Parent, Purchaser or Merger Sub or any of their evaluation Representatives in a “data room” or “virtual data room”, confidential information memoranda or management presentations in expectation of Acquiror and Merger Sub and the negotiation of transactions contemplated by this Agreement or otherwise, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in this Agreement, in the course of Company Disclosure Schedules or in a certificate delivered by the TransactionsCompany in connection with the Closing or in the Stockholders’ Agreements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Meggitt USA Inc), Agreement and Plan of Merger (K&f Industries Inc)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained set forth in this Article V3 (as qualified by the Company Disclosure Schedule), neither Acquiror nor Merger Subnone of the Company, nor any of its affiliates or any other Person, has made or Person on behalf of the Company makes any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates or Representatives on any such representation or warranty) with respect to the Company, either written its Subsidiaries or oraltheir respective businesses or with respect to any other information provided, on behalf of Acquiror or Merger Submade available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson will have or be subject to any liability or other obligation to Parent, makes Merger Sub or has their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teaser, marketing materials, consulting reports or materials, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is included in a representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available to 3 (as qualified by the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsCompany Disclosure Schedule).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxlinear Inc), Agreement and Plan of Merger (Maxlinear Inc)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Company in this Article VIII, in any Transaction Documents or in any certificate or other document delivered in connection with this Agreement or the Transaction Documents, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person acting on its behalf makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Shares, the Company or completeness any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to the Purchaser or its Representatives and expressly disclaims of any such documentation, forecasts or other representations information with respect to any one or warranties. Without limiting more of the foregoing, and the Purchaser acknowledges the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by the Company in this Article III, the Transaction Documents, or in any certificate or other document delivered in connection with this Agreement or the Transaction Documents, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Purchaser or its Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available presented to the other parties hereto Purchaser or its Representatives in the course of their evaluation its due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the TransactionsTransactions or any other transactions or potential transactions involving the Company and the Purchaser.
Appears in 2 contracts
Samples: Investment Agreement (Amherst Single Family Residential Partners VI, LP), Investment Agreement (Front Yard Residential Corp)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly made by the Company in this Article VIII or in any certificate delivered pursuant to this Agreement, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, Person makes or has made any representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the Company any of its Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise), notwithstanding the delivery or disclosure to Parent, Ultimate Parent and Merger Sub or any of their Affiliates or Representatives of any documentation, forecasts or other parties hereto information with respect toto any one or more of the foregoing. Without limiting the generality of the foregoing, and shall have no liability in neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect of, to (a) any financial projection, forecast, estimate, or budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub the Company in this Article VIII, any oral or written information made available presented to the other parties hereto Parent, Ultimate Parent, Merger Sub or any of their respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oak Street Health, Inc.), Agreement and Plan of Merger (CVS HEALTH Corp)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained made in this Article VIV, the Buyer Disclosure Letter or any certificate delivered pursuant to this Agreement, neither Acquiror nor Merger Sub, the Buyer nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Buyer or completeness of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective Representatives businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement, the Merger, and expressly the Buyer hereby disclaims any such other representations or warranties. Without In particular, without limiting the foregoingforegoing disclaimer, except as expressly provided in this Article IV, the Buyer Disclosure Letter or any certificate delivered pursuant to this Agreement, neither Acquiror nor Merger Sub, the Buyer nor any other Person, Person makes or has made any representation or warranty to the other parties hereto Company or any of its affiliates or representatives with respect to, and shall have no liability in respect of, to (ai) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Buyer or Merger Sub any of its Subsidiaries or their respective businesses; or (bii) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article VIV, the Buyer Disclosure Letter or any certificate delivered pursuant to this Agreement, any oral or written information made available presented to the other parties hereto Company or any of its affiliates or representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Buyer, the negotiation of this Agreement or in the course of the TransactionsMerger or the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Montage Resources Corp), Agreement and Plan of Merger (Southwestern Energy Co)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Parent, Merger Sub, Sub nor any Representative or other Person, has made or Person on behalf of either makes any other express or implied representation or warranty, either written warranty with respect to them or oral, on behalf of Acquiror or Merger Sub, with respect to any other information provided to the accuracy or completeness of any information regarding Acquiror or Company in connection with the transactions contemplated hereby. Parent and Merger Sub available to the other parties or their respective Representatives each acknowledges and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral oragrees that, except for the representations and warranties expressly made set forth in Article IV and in the certificate contemplated by Acquiror clause (C)(6) of Annex A), (a) neither the Company, its Subsidiaries nor any of their respective Representatives makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger, and neither Parent nor Merger Sub is relying on any representation or warranty of the Company except for those expressly set forth in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or any such certificate, (b) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to the Company or any of its Subsidiaries or their businesses or otherwise in connection with the course Merger and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Merger Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties of the TransactionsCompany unless any such materials or information is the subject of any express representation or warranty set forth in Article IV or in any such certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biospecifics Technologies Corp), Agreement and Plan of Merger (Endo International PLC)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly made by the Company in this Article VIII or in any certificate delivered pursuant to this Agreement, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, Person makes or has made any representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the Company any of its Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise), notwithstanding the delivery or disclosure to the Parent and Merger Sub or any of their Affiliates or Representatives of any documentation, forecasts or other parties hereto information with respect toto any one or more of the foregoing. Without limiting the generality of the foregoing, and shall have no liability in neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect of, to (a) any financial projection, forecast, estimate, or budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub the Company in this Article VIII, any oral or written information made available presented to the other parties hereto Parent, Merger Sub or any of their respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kaleyra, Inc.), Agreement and Plan of Merger (Ping Identity Holding Corp.)
No Other Representations or Warranties. The Company has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of Parent and its Subsidiaries, which investigation, review and analysis was done by the Company and its Representatives. In entering into this Agreement, the Company acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any representations and warranties or opinions (whether written or oral) of Parent or its Affiliates (except the specific representations made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective RepresentativesV). Except for the representations and warranties contained in this Article VV and in the certificate delivered by the Parent pursuant to Section 9.2(f ), the Company acknowledges that (a) neither Parent, Merger Sub nor any other Person on their behalf makes any other representation or warranty, express or implied, written or oral, at law or in equity, with respect to Parent, its Subsidiaries, or the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, including with respect to (i) merchantability or fitness for any particular use or purpose, or (ii) the probable success or profitability of Parent, its Subsidiaries or the business thereof after the Closing Date, and (b) except (subject to Section 4.26 and Section 5.26 ) in the case of common law fraud, neither Acquiror Parent, Merger Sub nor Merger Sub, nor any other Person will have or be subject to any liability or indemnification obligation to the Company or any other Person resulting from the distribution to the Company or any other Person, has made or makes any other express or implied representation or warrantytheir use, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror provided in connection with the Transactions, including any information, documents, projections, forecasts or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information material made available to the other parties hereto them in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement certain"data rooms" or management presentations or in the course of any other form in expectation of, or in connection with, the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Euronav NV), Agreement and Plan of Merger (Euronav NV)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained expressly set forth in this Article VIV, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson on behalf of the Company makes, or has made or makes (and the Company, on behalf of itself, each Company Subsidiary, and their respective Affiliates and Representatives, hereby disclaims) any other express or implied representation or warranty, either written warranty with respect to the Company or oral, on behalf of Acquiror any Company Subsidiary or Merger Sub, with respect to the accuracy or completeness of any information regarding Acquiror 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, the Merger or the other transactions contemplated by this Agreement, and Parent and Merger Sub and their respective Representatives are not relying on any representation, warranty or other information of the Company or any Person except for those expressly set forth in Article IV. Except for the representations and warranties set forth in Section 4.06(b), Section 4.06(c) and Section 4.06(d), neither the Company nor any Company Subsidiary or any other Person makes (and the Company, on behalf of itself, each Company Subsidiary, 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 available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and neither the Company nor any of Company Subsidiary or any other Person shall have no be subject to any liability in respect to Parent, Merger Sub or any other Person resulting from, the Company or any Company Subsidiary or their respective Representatives providing, or making available, to Parent, Merger Sub or any of their Affiliates or their respective Representatives, or resulting from the omission of, (a) any financial estimate, financial projection, forecastfinancial prediction, estimatefinancial data, budget financial information, or prospect any memorandum, presentation or any other materials or information relating to Acquiror the foregoing, including any materials or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to Parent and/or its Representatives in connection with presentations by the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement Company’s management or in the course of the Transactionsinformation made available on any “data sites”.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SS&C Technologies Holdings Inc), Agreement and Plan of Merger (DST Systems Inc)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Company in this Article VIII, in any Transaction Documents or in any certificate or other document delivered in connection with this Agreement or the Transaction Documents, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person acting on its behalf makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Preferred Stock, the Common Stock, the Company or completeness any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to the Investors or their Representatives and expressly disclaims of any such documentation, forecasts or other representations information with respect to any one or warranties. Without limiting more of the foregoing, and the Investors acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by the Company in this Article III, the Transaction Documents, or in any certificate or other document delivered in connection with this Agreement or the Transaction Documents, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Investors or their Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available presented to the other parties hereto Investors or their Representatives in the course of their evaluation its due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the TransactionsTransactions or any other transactions or potential transactions involving the Company and the Investors.
Appears in 2 contracts
Samples: Investment Agreement (Western Digital Corp), Investment Agreement (Western Digital Corp)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article V4 (as qualified by the Parent Disclosure Letter), neither Acquiror nor Merger Subnone of Parent, nor any of its affiliates or any other Person, has made or Person on behalf of Parent makes any other express or implied representation or warrantywarranty (and the Company, either written or oral, on its own behalf and on behalf of Acquiror the Company’s Representatives, acknowledges and agrees that it has not relied, and disclaims reliance, on any such representation or Merger Subwarranty) with respect to Parent, the Parent Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Company or the Company’s Representatives or affiliates or any other Person in connection with the transactions contemplated hereby, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor none of Parent, Merger Sub, nor or any other Person, makes Person will have or has made be subject to any representation liability or warranty other obligation to the Company or the Company Representatives or affiliates or any other parties hereto with respect toPerson (and the Company acknowledges and agrees that none of Parent, and shall Merger Sub, or any other Person will have no or be subject to any such liability in respect ofor obligation) resulting from the Company’s or the Company Representatives’ or affiliates’ use of any information, (a) any financial projectiondocuments, forecastprojections, estimate, budget forecasts or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information other material made available to the other parties hereto Company or the Company Representatives or affiliates, including any information made available in the course electronic data room maintained by Parent for purposes of their evaluation the transactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Acquiror and Merger Sub and the negotiation of this Agreement Company or the Company’s Representatives or in any other form in connection with the course of transactions contemplated by this Agreement, unless and to the Transactionsextent any such information is expressly included in a representation or warranty contained in this Article 4 (as qualified by the Parent Disclosure Letter).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Taylor Morrison Home Corp), Agreement and Plan of Merger (William Lyon Homes)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained made in this Article VIII, the Company Disclosure Letter or any certificate delivered pursuant to this Agreement, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company or completeness of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective Representatives businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement, the Merger, and expressly the Company hereby disclaims any such other representations or warranties. Without In particular, without limiting the foregoingforegoing disclaimer, except as expressly provided in this Article III, the Company Disclosure Letter or any certificate delivered pursuant to this Agreement, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any representation or warranty to the other parties hereto Buyer or any of its affiliates or representatives with respect to, and shall have no liability in respect of, to (ai) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company or Merger Sub any of its Subsidiaries or their respective businesses; or (bii) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article VIII, the Company Disclosure Letter or any certificate delivered pursuant to this Agreement, any oral or written information made available presented to the other parties hereto Buyer or any of its affiliates or representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the TransactionsMerger or the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Montage Resources Corp), Agreement and Plan of Merger (Southwestern Energy Co)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Company in this Article VIII, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company or completeness any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, 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 Parent, Merger Sub or any of their respective Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing, and expressly disclaims any such other representations or warrantieseach of Parent and Merger Sub acknowledge the foregoing. Without In particular, and without limiting the generality of the foregoing, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Parent, Merger Sub or any of their respective Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub the Company in this Article VIII, any oral or written information made available presented to the other parties hereto Parent, Merger Sub or any of their respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactions. Except for the representations and warranties expressly set forth in Article IV, the Company hereby acknowledges that neither Parent nor Merger Sub nor any of their Subsidiaries, nor any other Person, has made or is making any other express or implied representation or warranty with respect to Parent or Merger Sub or any of their Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Company or any of its Representatives.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Abbott Laboratories), Agreement and Plan of Merger (Alere Inc.)
No Other Representations or Warranties. The representations and warranties made by Acquiror Each of Parent, Production Company, UnSub, Merger Sub I and Merger Sub II acknowledges that, except as provided in this Article V are 3 or in the exclusive representations and warranties made by Acquirorother Transaction Agreements, Merger Subnone of the Company, their Affiliatesany Company Stockholder, and any Equity Award Holder or any of their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger SubAffiliates, nor any other Personof their respective directors, officers, employees, stockholders, partners, members or Representatives has made made, or makes is making, any other express or implied representation or warrantywarranty of any nature whatsoever to Parent, either written Production Company, UnSub, any Merger Sub or oralany of their respective Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to Parent, on behalf of Acquiror Production Company, UnSub or any Merger Sub. Without limiting the generality of the foregoing, each of Parent, Production Company, UnSub, Merger Sub I and Merger Sub II acknowledges that none of the Company, any Company Stockholder, any Equity Award Holder or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent, Production Company, UnSub, any Merger Sub or their respective Affiliates or Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Parent, Production Company, UnSub, any Merger Sub or their respective Affiliates or Representatives with respect to the Company and its Subsidiaries or their respective businesses or operations (including as to the accuracy or completeness of any such information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral ordocuments), except for the representations and warranties as expressly made by Acquiror or Merger Sub set forth in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement 3 or in the course of the Transactionsother Transaction Agreements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Talos Energy Inc.), Agreement and Plan of Merger (Talos Energy Inc.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained made by the Company in this Article V3, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties Company, its Subsidiaries, or their respective Representatives businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and expressly the Company hereby disclaims any such other representations or warranties. Without In particular, without limiting the foregoingforegoing disclaimer, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any representation or warranty to the other parties hereto Acquiror or any of its Affiliates or representatives with respect to, and shall have no liability in respect of, : (ai) any financial projection, forecast, estimate, budget or prospect prospective information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses; or (bii) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub the Company in this Article V3, any oral or written information made available presented to the other parties hereto Acquiror or any of its Affiliates or representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby. No Person has been authorized by the Company or any of its Subsidiaries, or any of their respective Affiliates or Representatives, to make any representation or warranty relating to the Company and its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Acquiror, its Subsidiaries, or any of their respective Affiliates or Representatives as having been authorized by the Company and its Subsidiaries, or any of their respective Affiliates or Representatives (or any other Person).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Busey Corp /Nv/), Agreement and Plan of Merger (First Busey Corp /Nv/)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained made by the Company in this Article VIII, neither Acquiror nor Merger Sub, the Company nor any other Personperson, has made or including the Stockholder (except as provided in the Voting and Support Agreement, Registration Rights Agreement and Shareholder Agreement, if applicable), makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties Company, its Subsidiaries, or their respective Representatives businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and expressly the Company hereby disclaims any such other representations or warranties. Without In particular, without limiting the foregoingforegoing disclaimer, neither Acquiror nor Merger Sub, the Company nor any other Personperson, including the Stockholder, makes or has made any representation or warranty to the other parties hereto Parent, Merger Sub or any of their respective affiliates or Representatives with respect to, and shall have no liability in respect of, to (ai) any financial projection, forecast, estimate, budget or prospect prospective information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses, or (bii) any oral or, except for the representations and warranties expressly made by Acquiror the Company in Article III, any oral or written information presented to Parent, Merger Sub in this Article V, written information made available to the other parties hereto or any of their respective affiliates or Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby. The Company acknowledges and agrees that none of Parent, Merger Sub or any other person has made or is making any express or implied representation or warranty other than those contained in Article IV.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fiserv Inc), Agreement and Plan of Merger (First Data Corp)
No Other Representations or Warranties. The Except for the representations and warranties expressly made by Acquiror Parent, Ultimate Parent and Merger Sub in this Article V are the exclusive representations and warranties made by AcquirorIV or in any certificate delivered pursuant to this Agreement, none of Parent, Ultimate Parent, Merger SubSub or any other Person makes or has made or is making any representation or warranty of any kind whatsoever, their Affiliatesexpress or implied, and at Law or in equity, with respect to Parent, Ultimate Parent or Merger Sub or their respective RepresentativesAffiliates or business, operations, assets, liabilities, condition (financial or otherwise), notwithstanding the delivery or disclosure to the Company or any of its Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Except for the representations and warranties contained expressly made by the Company in Article III or in any certificate delivered pursuant to this Article VAgreement, Parent, Ultimate Parent and Merger Sub hereby acknowledge that neither Acquiror nor Merger Sub, the Company nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Subits Subsidiaries, nor any other Person, makes or has made or is making any other representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the other parties hereto with respect toCompany or any of its Subsidiaries or their Affiliates or their respective business, and shall have no liability in respect ofoperations, assets, liabilities, condition (a) any financial projectionor otherwise), forecastnotwithstanding the delivery or disclosure to Parent, estimateUltimate Parent, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation respective Affiliates or Representatives of Acquiror and Merger Sub and the negotiation of this Agreement any documentation, forecasts or in the course other information with respect to any one or more of the Transactionsforegoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oak Street Health, Inc.), Agreement and Plan of Merger (CVS HEALTH Corp)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly made by the Company in this Article VIII or in any certificate delivered pursuant to this Agreement, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, Person makes or has made any representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the Company any of its Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise), notwithstanding the delivery or disclosure to the Parent, Kaseya Parent and Merger Sub or any of their Affiliates or Representatives of any documentation, forecasts or other parties hereto information with respect toto any one or more of the foregoing. Without limiting the generality of the foregoing, and shall have no liability in neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect of, to (a) any financial projection, forecast, estimate, or budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub the Company in this Article VIII, any oral or written information made available presented to the other parties hereto Parent, Kaseya Parent, Merger Sub or any of their respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Datto Holding Corp.), Agreement and Plan of Merger (Datto Holding Corp.)
No Other Representations or Warranties. The Except for the representations and warranties made by Acquiror Purchaser and Merger Sub in this Article V VI or in any Related Agreement or the Disclosure Schedules, neither Purchaser, Merger Sub nor any other Person makes, and the Company or the Company Stockholders have not relied and are the exclusive representations and warranties made by Acquirornot relying on, any express or implied representation or warranty with respect to any of Purchaser, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger Sub, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties Subsidiaries or their respective Representatives businesses, operations, assets, Liabilities, conditions (financial or otherwise) or prospects, and expressly Purchaser and Merger Sub hereby disclaims any such other representations or warranties. Without In particular, without limiting the foregoingforegoing disclaimer, except for the representations and warranties made by Purchaser in this Article VI or in any Related Agreement or the Disclosure Schedules, neither Acquiror nor Purchaser, Merger Sub, Sub nor any other Person, Person makes or has made any representation or warranty to the other parties hereto Company or any of its Affiliates or Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect prospective information relating to Acquiror Purchaser, any of its Subsidiaries or Merger Sub their respective businesses, or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available presented to the other parties hereto Company or any of its Affiliates or Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and Purchaser, the negotiation of this Agreement or in the course of the Transactions, except in each case, for the representations and warranties made by Purchaser and Merger Sub in this Article VI.
Appears in 2 contracts
Samples: Asset Transfer Agreement (Zurn Water Solutions Corp), Asset Transfer Agreement (Zurn Water Solutions Corp)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Company in this Article VIII or in any certificate delivered by the Company pursuant to this Agreement or by any other Person in the Support Agreement, Parent and Merger Sub acknowledge that neither Acquiror the Company nor Merger Subany of its Subsidiaries, nor any other Person, has have made or makes are making, and each of Parent, Merger Sub and their Affiliates and respective Representatives have not relied on and are not relying on, any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company or completeness any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, 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 Parent, Merger Sub or any of their Affiliates or respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing or any oral, written, video, electronic or other information developed by Parent, Merger Sub or any of their Affiliates or respective Representatives. In particular, and expressly disclaims any such other representations or warranties. Without without limiting the generality of the foregoing, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Parent or Merger Sub any of their Affiliates or respective Representatives with respect to, and shall have no liability in respect of, to (ax) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses or (by) any oral or, except for the representations and warranties expressly made by Acquiror the Company in this Article III and any certificate delivered by the Company pursuant to this Agreement, any oral, written, video, electronic or other information presented to Parent or Merger Sub in this Article V, written information made available to the other parties hereto or any of their Affiliates or respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.), Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained made by the Company in this Article VIII, neither Acquiror nor Merger Sub, the Company nor any other Personperson, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties Company, its Subsidiaries, or their respective Representatives businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and expressly the Company hereby disclaims any such other representations or warranties. Without In particular, without limiting the foregoingforegoing disclaimer, neither Acquiror nor Merger Sub, the Company nor any other Personperson, makes or has made to Parent, Merger Sub or any of their respective affiliates or Representatives, and Parent hereby confirms and agrees that neither Parent, Merger Sub or any of their respective affiliates is relying on, any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, to (ai) any financial projection, forecast, estimate, budget or prospect prospective information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses, or (bii) any oral or, except for the representations and warranties expressly made by Acquiror the Company in Article III, any oral or written information presented to Parent, Merger Sub in this Article Vor any of their respective affiliates or Representatives, written information made available to the other parties hereto in including during the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby. The Company acknowledges and agrees that none of Parent, Merger Sub or any other person has made or is making any express or implied representation or warranty other than those contained in Article IV.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Worldpay, Inc.), Agreement and Plan of Merger (Fidelity National Information Services, Inc.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by Parent in this Article V, neither Acquiror nor none of Parent, Holdco, the Merger Sub, nor Subs or any other Person, has made or Person makes any other express or implied representation or warrantywarranty with respect to Parent, either written Holdco or oral, on behalf the Merger Subs or any of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, and expressly each of Parent, Holdco and the Merger Subs hereby disclaims any such other representations or warranties. Without In particular, without limiting the foregoing, neither Acquiror nor none of Parent, Holdco, the Merger Sub, nor Subs or any other Person, Person makes or has made any representation or warranty to the other parties hereto Company or any of its Affiliates or Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror Parent, any of its Affiliates or Merger Sub any of their respective businesses, or (b) any oral or, except for the representations and warranties expressly made by Acquiror Parent, Holdco or the Merger Sub Subs in this Article V, written information made available to the other parties hereto Company or any of its Affiliates or Representatives in the course of their evaluation of Acquiror and Merger Sub and Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud or intentional or willful misrepresentation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Golden Nugget Online Gaming, Inc.), Agreement and Plan of Merger (DraftKings Inc.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by Parent that are expressly set forth in this Article VARTICLE IV (as modified by the Parent Disclosure Letter and the Parent Disclosure Reports) or in the Parent Closing Certificate, neither Acquiror nor none of Parent, Merger Sub, nor Sub or any other Person, has made or Person makes any other express or implied representation or warrantywarranty relating to Parent or any of its Affiliates or any of their respective businesses, either written operations, assets, liabilities, conditions (financial or oralotherwise) or prospects, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or and Parent and Merger Sub available to the other parties or their respective Representatives and expressly disclaims disclaim any such other representations or warranties. Without In particular, without limiting the foregoing, neither Acquiror nor none of Parent, Merger Sub, nor Sub or any other Person, Person makes or has made any representation or warranty to the other parties hereto Company or any of it respective Affiliates or Representatives with respect to, and shall have no liability in respect of, to (a) any financial projectionprojections, predictions, forecast, estimate, budget or prospect prospective information relating to Acquiror Parent, any of its Affiliates or Merger Sub any of their respective businesses or (b) any oral ororal, or except for the representations and warranties expressly made by Acquiror or Merger Sub Parent that are expressly set forth in this Article VARTICLE IV (as modified by the Parent Disclosure Letter and the Parent Disclosure Reports) or in the Parent Closing Certificate, written information made available to the other parties hereto Company or any of their Affiliates or Representatives in the course of their evaluation of Acquiror Parent and Merger Sub and Sub, the negotiation of this Agreement or in the course of the Transactions.
Appears in 2 contracts
Samples: Registration Rights Agreement (Monterey Capital Acquisition Corp), Registration Rights Agreement (Locust Walk Acquisition Corp.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Company and Flagstone Bermuda in this Article VIII, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company or completeness any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing (except as and to the extent expressly disclaims any such other incorporated or referred to in the representations or warrantiesand warranties set forth in this Article III), and each of Parent and Merger Sub acknowledge the foregoing. Without In particular, and without limiting the generality of the foregoing, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Parent, Merger Sub or any of their respective Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub or their respective businesses, (b) any oral orjudgment based on actuarial principles, practices or analyses by any Person or as to the future satisfaction or outcome of any assumption or otherwise concerning reserves for losses, loss adjustment expenses or uncollectible reinsurance or (c) except for the representations and warranties expressly made by Acquiror or Merger Sub the Company and Flagstone Bermuda in this Article VIII and the documents and other information expressly incorporated or referenced therein and any certificates given pursuant hereto, any oral or written information made available presented to the other parties hereto Parent, Merger Sub or any of their respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Flagstone Reinsurance Holdings, S.A.), Agreement and Plan of Merger (Validus Holdings LTD)
No Other Representations or Warranties. The Except for the representations and warranties made by Acquiror and Merger Sub expressly set forth in this Article V are 3 or any certificate delivered by the exclusive representations Company pursuant to Section 6.3, none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and warranties made there is and has been no reliance by AcquirorParent, Merger Sub, their Affiliates, and Sub or any of their respective Representativesaffiliates or Representatives on any such representation or warranty) with respect to the Company, its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the transactions contemplated hereby, including the accuracy or completeness thereof. Except for Without limiting the foregoing, except with respect to common law fraud (with the element of scienter) and the representations and warranties contained in this Article V3 (as qualified by the Company Disclosure Letter in accordance with this Agreement) or any certificate delivered by the Company pursuant to Section 6.3, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson will have or be subject to any liability or other obligation to Parent, has made Merger Sub or makes their Representatives or affiliates or any other express Person resulting from Parent’s, Merger Sub’s or implied representation their Representatives’ or warrantyaffiliates’ use of any information, either written documents, projections, forecasts or oralother material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teaser, marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Acquiror or Merger SubParent, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor in any other Person, makes or has made any representation or warranty to the other parties hereto form in connection with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wesco Aircraft Holdings, Inc)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in Article 4 or this Article V5 (as modified by the Company Disclosure Schedules), neither Acquiror nor Merger Suband except in the event of any Action arising out of, nor involving or otherwise in respect of Fraud, none of the Company, any Subsidiary of the Company, any Seller, any of their respective Affiliates, or any other PersonPerson on their behalf, has made or makes any other express or implied representation or warranty (and there is and has been no reliance by the Buyers or any of their respective Affiliates or representatives on any such representation or warranty) with respect to the Company, either written any Subsidiary of the Company, or oraltheir respective businesses or with respect to any other information provided, on behalf of Acquiror or Merger Submade available, to the Buyer Representative, the Buyers or their respective representatives or Affiliates in connection with the Contemplated Transactions, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Company nor any other Person, makes Person will have or has made be subject to any representation liability or warranty other obligation to the Buyer Representative, the Buyers or their respective representatives or Affiliates or any other parties hereto with respect toPerson resulting from the Buyer Representative’s, and shall have no liability in respect ofthe Buyers’ or their respective representatives’ or Affiliates’ use of any information, (a) any financial projectiondocuments, forecastprojections, estimate, budget forecasts or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information other material made available to the other parties hereto Buyers or their respective representatives or Affiliates, including any information made available in the course electronic data room maintained by the Company for purposes of the Contemplated Transactions, teaser, marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyers or their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement respective representatives or in any other form in connection with the course Contemplated Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in Article 4 or this Article 5 (as modified by the Company Disclosure Schedules) and except in the event of the Transactionsany Action arising out of, involving or otherwise in respect of Fraud.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Warner Music Group Corp.)
No Other Representations or Warranties. The Except for the representations and warranties expressly made by the Company in this Article III or in any certificate delivered pursuant to this Agreement, neither the Company nor any other Person makes or has made any representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the Company any of its Subsidiaries or their respective business, operations, assets, liabilities, financial condition, notwithstanding the delivery or disclosure to the Parent and Merger Sub or any of their Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except for the representations and warranties made by Acquiror and Merger Sub the Company in this Article V are III or in any certificate delivered pursuant to this Agreement, neither the exclusive representations and warranties Company nor any other Person makes or has made by Acquirorany express or implied representation or warranty to Parent, Merger Sub, their Affiliates, and Sub or any of their respective RepresentativesRepresentatives with respect to (a) any financial projection, forecast, estimate, or budget relating to the Company, any of its Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub or any of their respective Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the course of the Transactions. Except for the representations and warranties contained expressly set forth in this Article VIV, the Company hereby acknowledges that neither Acquiror nor Merger SubParent, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made or is making any other express or implied representation or warranty to the other parties hereto with respect toto Parent, and shall have no liability in Merger Sub, or any of their Subsidiaries or their respective business or operations, including with respect of, (a) to any financial projection, forecast, estimate, budget information provided or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in Company or any of its Representatives or any information developed by the course Company or any of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactionsits Representatives.
Appears in 1 contract
No Other Representations or Warranties. The Except for the express representations and warranties made by Acquiror and Merger Sub the Company in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article V2, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company or completeness any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective Representatives businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and expressly disclaims other forward-looking information or business and strategic plan information regarding the Company and the Company Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any such of their respective directors, officers, employees, consultants, accountants, legal counsel, investment bankers or other representations financial advisors, agents and other representatives (the “Parent Representatives”) of any documentation, forecasts or warranties. Without limiting other information (in any form or through any medium) with respect to any one or more of the foregoing, neither Acquiror nor and each of Parent and Merger SubSub acknowledge the foregoing. In particular, nor and without limiting the generality of the foregoing, none of the Company, any of its Subsidiaries or any other Person, makes Person is making or has made made, and Parent and Merger Sub have no right to rely upon, any express or implied representation or warranty to the other parties hereto Parent, Merger Sub or any of their respective Parent Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub the Company in this Article V2, any oral or written information made available presented to the other parties hereto Parent, Merger Sub or any of their respective Parent Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ply Gem Holdings Inc)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article VIII (as qualified by the Disclosure Letter and the Company SEC Documents), neither Acquiror nor Merger Subnone of the Company, nor any of its Affiliates or any other Person, has made or person makes any other express or implied representation or warrantywarranty (and there is and has been no reliance by Parent, either written or oral, on behalf of Acquiror Silk USA or Merger SubSub or any of their respective Representatives or Affiliates on any such representation or warranty) with respect to the Company, any of its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Silk USA or Merger Sub or their respective Representatives or Affiliates in connection with the transactions contemplated hereby, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Company nor any other Personperson will have or be subject to any liability or other obligation to Parent, makes Silk USA, Merger Sub or has their respective Representatives or Affiliates or any other person resulting from Parent’s, Silk USA’s, Merger Sub’s or their respective Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Silk USA, Merger Sub or their respective Representatives or Affiliates, including any information made available in management or other presentations or in the electronic or other data rooms maintained by or on behalf of the Company or its Representatives in connection with the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available to III (as qualified by the other parties hereto in the course of their evaluation of Acquiror and Merger Sub Disclosure Letter and the negotiation of this Agreement or in the course of the TransactionsCompany SEC Documents).
Appears in 1 contract
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article VARTICLE III and in any closing certificate delivered by the Company, neither Acquiror nor Merger Sub, the Company nor any other Person, has made Person on behalf of the Company or its Subsidiaries makes any other express or implied representation or warranty, either written warranty with respect to the Company or oral, its Subsidiaries or with respect to any other information provided by or on behalf of Acquiror the Company or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesits Subsidiaries. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their respective Representatives or Affiliates or any other Person resulting from Parent’s, Merger Sub’s or their respective Representatives’ or Affiliates’ or such other Person’s use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their respective Representatives or Affiliates or such other Person, makes including any information made available in the electronic data room for “Attunity 2018” run by Intralinks and maintained by the Company for purposes of the transactions contemplated by this Agreement (the “Electronic Data Room”), marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or has made their respective Representatives or in any other form in connection with the transactions contemplated by this Agreement, except to the extent any such information is expressly included in a representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsARTICLE III.
Appears in 1 contract
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Company in this Article VII and by the Seller in Article III, neither Acquiror nor Merger Subnone of the Company, nor any of its Subsidiaries, the Seller or any other Person, has made or person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company Group or completeness its businesses, operations, 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 Group, notwithstanding the delivery or disclosure to the Buyer or any of its representatives of any documentation, forecasts or other information regarding Acquiror with respect to any one or Merger Sub available to more of the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesforegoing. Without limiting the generality of the foregoing, neither Acquiror nor Merger Subnone of the Company, nor its Subsidiaries, the Seller or any other Person, person makes or has made any express or implied representation or warranty to the other parties hereto Buyer or any of its representatives with respect to, and shall have no liability in respect of, to (ai) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company Group or Merger Sub its businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects or (bii) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub the Company in this Article VII and by the Seller in Article III, any oral or written information made available presented to the other parties hereto Buyer or any of its affiliates or representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company Group, the negotiation of this Agreement and the Ancillary Agreements or in the course of the TransactionsAcquisition and the other transactions contemplated hereby and thereby. The Seller, the Company and each of its Subsidiaries disclaims any and all other representations and warranties, whether express or implied.
Appears in 1 contract
Samples: Stock Purchase Agreement (Airspan Networks Holdings Inc.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly made by the Company in this Article VIV or in any certificate delivered pursuant to this Agreement, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, person makes or has made any representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the Company, any of the Company Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise), notwithstanding the delivery or disclosure to Parent and Merger Sub or any of their Affiliates or Representatives of any documentation, forecasts or other parties hereto information with respect toto any one or more of the foregoing. Without limiting the generality of the foregoing, and shall have no liability in neither the Company nor any other person makes or has made any express or implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect of, to (a) any financial projection, forecast, estimate, or budget or prospect information relating to Acquiror the Company, any of the Company Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub the Company in this Article VIV or in any certificate delivered pursuant to this Agreement, any oral or written information made available presented to the other parties hereto Parent, Merger Sub or any of their respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Qualtrics International Inc.)
No Other Representations or Warranties. The Except for the representations and warranties expressly made by the Company in this Article III or in any documents or certificate contemplated by this Agreement, neither the Company nor any other Person makes or has made any representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the Company any of its Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise), notwithstanding the delivery or disclosure to Parent and Merger Sub or any of their Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, or budget relating to the Company, any of its Subsidiaries or their respective businesses or, (b) except for the representations and warranties made by Acquiror and Merger Sub the Company in this Article V are the exclusive representations and warranties made by AcquirorIII, any oral or written information presented to Parent, Merger Sub, their Affiliates, and Sub or any of their respective RepresentativesRepresentatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the course of the Transaction. Except for the representations and warranties contained expressly set forth in Article IV or in any document or certificate contemplated by this Article VAgreement, the Company and its Subsidiaries hereby acknowledge and agree that neither Acquiror nor Merger Sub, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror Parent nor Merger Sub, nor any other Person, makes or has made or is making any other express or implied representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror Parent or Merger Sub or (b) their respective business or operations, including with respect to any oral or, except for the representations and warranties expressly made by Acquiror information provided or Merger Sub in this Article V, written information made available to the other parties hereto in the course Company, its Subsidiaries or any of their evaluation respective Representatives or any information developed by Company, its Subsidiaries or any of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactionstheir respective Representatives.
Appears in 1 contract
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are (a) Purchaser acknowledges that (i) none of Seller, the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and Company Group or any of their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger Sub, nor any other Person, Affiliates has made or makes any other express or implied representation or warranty, either written expressed or oralimplied, on behalf as to the Interests, the Business, Seller, the Company Group, their financial condition, results of Acquiror operations, future operating or Merger Subfinancial results, to estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Acquiror the Interests, the Business, Seller, or Merger Sub the Company Group furnished or made available to the other parties Purchaser and its Affiliates and Representatives, except as expressly set forth in Article III or their respective Representatives and expressly disclaims in any such other representations certificate delivered hereunder or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other PersonAncillary Document, makes or (ii) Purchaser has made not relied on any representation or warranty from Seller, the Company Group or any of their respective Affiliates in determining to the enter into this Agreement, except as expressly set forth in this Agreement or in any certificate delivered hereunder or any other parties hereto with respect toAncillary Document, and (iii) except as expressly set forth in Article III or in any certificate delivered hereunder or any other Ancillary Document, none of Seller, the Company Group or any of their respective Affiliates shall have no liability in respect or be subject to any Liability to Purchaser or any of its Affiliates or Representatives resulting from the distribution to Purchaser or its Affiliates or Representatives, or Purchaser’s or its Affiliates’ or Representatives’ use of, (a) any financial projectionsuch information, forecastincluding any information, estimate, budget documents or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information material made available to the Purchaser or its Affiliates or Representatives in any Data Room, management presentations or in any other parties hereto form in the course expectation of their evaluation of Acquiror and Merger Sub and the or negotiation of this Agreement or in and the course of the Transactions.transactions contemplated hereby. 116
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Adtalem Global Education Inc.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article VIII (as qualified by the Company Disclosure Letter), neither Acquiror nor Merger Subnone of the Company, nor any of its affiliates or any other Person, has made or Person on behalf of the Company makes any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, either written the Company Subsidiaries or oraltheir respective businesses or with respect to any other information provided, on behalf of Acquiror or Merger Submade available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson will have or be subject to any liability or other obligation to Parent, makes Merger Sub or has their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available to III (as qualified by the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsCompany Disclosure Letter).
Appears in 1 contract
No Other Representations or Warranties. The representations (a) Each of Parent and warranties made by Acquiror Purchaser acknowledges and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiroragrees that, Merger Sub, their Affiliates, and their respective Representatives. Except except for the representations and warranties contained (including the Schedules with respect thereto) made by Seller and expressly set forth in Section 2.1 of this Article VAgreement, neither Acquiror nor Merger Sub, Seller nor any other Person, representative of Seller has made and will not be construed as having made to Parent or makes Purchaser or to any other express of their respective representatives, and none of Parent, Purchaser or implied any of their respective representatives have relied upon, any representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness warranty of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantieskind. Without limiting limiting, the generality of the foregoing, and notwithstanding any express representation and warranty made by Seller in Section 2.1 hereof, each of Parent and Purchaser agrees that neither Acquiror nor Merger Sub, Seller nor any other Person, representative of Seller makes or has made any representation or warranty to the other parties hereto Parent or Purchaser or to any of their respective representatives with respect toto any estimates, projections and other forecasts relating to the Cinagro Shares or the Company Shares, and shall have no liability in plan and budget information with respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral thereto or, except for to the representations extent and warranties as expressly made covered by Acquiror a representation and warranty of Seller contained in Section 2.1 hereof, with respect to any other statements, documents or Merger Sub in this Article V, written other information heretofore or hereafter delivered 24 25 to or made available to the other parties hereto in the course Parent or Purchaser or to any of their evaluation respective representatives and that neither Parent nor Purchaser will assert any claim against Seller or any of Acquiror and Merger Sub and the negotiation of this Agreement its directors, officers, employees, agents, stockholders, or in the course of the Transactionsrepresentatives, or hold Seller or any such persons liable with respect thereto.
Appears in 1 contract
No Other Representations or Warranties. The representations and warranties made by Acquiror Parent and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiroragree that, Merger Sub, their Affiliates, and their respective Representatives. Except except for the representations and warranties contained in ARTICLE 3 of this Article VAgreement, including any qualification thereto included in the Filed Company SEC Documents and the Company Exceptions Letter (but subject to the limitations described in the introduction of ARTICLE 3 with respect to the Filed Company SEC Documents and the Company Exceptions Letter), neither Acquiror nor Merger Sub, the Company nor any other Person, person or entity on its behalf makes or has made or makes any other express or implied representation or warranty, either written warranty with respect to the Company or oral, on behalf of Acquiror any information provided to Parent or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the generality of the foregoing, neither Acquiror nor Merger Subthe Company, any holder of Company Capital Stock nor any other Personof their respective Affiliates or Representatives, makes or has made any representation or warranty to the other parties hereto Parent, Merger Sub or any of their representatives or Affiliates with respect to, and shall have no liability in respect of, : (a) any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial projectioncondition (or any component thereof) of the Company or any of its Subsidiaries or the future business, forecastoperations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, estimate, budget or prospect information relating to Acquiror or Merger Sub or their respective representatives or Affiliates; or (b) any oral orother information, except for the representations and warranties expressly made by Acquiror statement or Merger Sub in this Article V, written information documents heretofore or hereafter delivered to or made available to the other parties hereto in the course of their evaluation of Acquiror and Parent, Merger Sub or their respective representatives or Affiliates, except to the extent and as expressly covered by a representation and warranty made by the negotiation Company and contained in ARTICLE 3 of this Agreement or in the course of the TransactionsAgreement.
Appears in 1 contract
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained set forth in this Article VIII, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made or makes any other express or implied representation or warrantywarranty with respect to the Company or its Subsidiaries or Affiliates or with respect to any other information provided to Parent or Merger Sub in connection with the Merger or the other transactions contemplated hereby. Without limiting the generality of the foregoing, either written and notwithstanding the delivery or oral, on behalf of Acquiror disclosure to Parent or Merger Sub, to the accuracy or completeness any of their respective Representatives or Affiliates of any documentation or other information regarding Acquiror by the Company or any of its Subsidiaries or any of its or their Representatives with respect to any one or more of the following, neither the Company nor any other Person make any express or implied representation or warranty or will have or be subject to any liability or other obligation to Parent, Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect toto any projections, and shall have no liability in respect offorecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (aor any component thereof), future cash flows (or any component thereof) or future financial condition or any financial projectioncomponent thereof) of the Company or any of its Subsidiaries or the future business, forecastoperations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement respective Representatives or in the course of the TransactionsAffiliates.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lufkin Industries Inc)
No Other Representations or Warranties. The representations and warranties set forth in this Section 7 are the only representations and warranties made by Acquiror XXXX III and Merger Sub XXXX III OP with respect to the matters relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article V are the exclusive representations and warranties made by AcquirorAgreement, Merger Subneither XXXX III, XXXX III OP or any of their Affiliates, and nor any of their respective members, partners, stockholders, directors, officers, employees or agents will have or be subject to any Liability or indemnification obligation to any Sponsor or any other Person resulting from the transactions contemplated in this Agreement or the distribution to the Sponsors or any other Person of, or any Sponsor’s or any other Person’s use of, any information relating to XXXX III, XXXX III OP or any of their Affiliates, including any descriptive memoranda, summary business descriptions, financial forecasts, projections or models, or any information, documents or material made available to any Sponsor or its respective Affiliates or Representatives, whether orally or in writing, in management presentations, functional “break-out” discussions, responses to questions submitted on behalf of any Sponsor or in any other form in expectation of the transactions contemplated by this Agreement. Except for Notwithstanding anything in this Agreement to the representations contrary, no representation or warranty of XXXX III and warranties XXXX III OP contained in this Article V, neither Acquiror nor Merger Sub, nor any other Person, has made Agreement shall be deemed to have been breached or makes any other express to be inaccurate if a Sponsor had Knowledge of such breach or implied representation inaccuracy as of or warranty, either written or oral, on behalf of Acquiror or Merger Sub, prior to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation date of this Agreement Agreement, including through XXXX III Advisor’s external advisory relationship or in the course of the Transactionsthrough such Sponsor’s sponsorship relationship with XXXX III.
Appears in 1 contract
Samples: Contribution Agreement (Griffin-American Healthcare REIT III, Inc.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly made by the Company and the Notes Issuer in this Article VARTICLE III, neither Acquiror nor Merger Subor in any certificate delivered pursuant to this Agreement, nor none of the Company, any of its Subsidiaries or any other PersonPerson makes any representation, warranty, statement, information or inducements of any kind whatsoever, express or implied, at law or in equity, with respect to the Company, any of its Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise), notwithstanding the delivery or disclosure to the Purchaser or any of its Affiliates or Representatives of any documentation, statements, forecasts, estimates, projections, predictions, data, financial information, memorandum, presentations or other materials or information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, none of the Company, any of its Subsidiaries or any other Person makes or has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto Purchaser or any of its respective Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, or budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub the Company and the Notes Issuer in this Article VARTICLE III, any oral or written information made available presented to the other parties hereto Purchaser or any of its respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub the Company and the negotiation Notes Issuer, the negotiation, execution and delivery of this Agreement or in the course of the Transactions.
Appears in 1 contract
Samples: Investment Agreement (Norwegian Cruise Line Holdings Ltd.)
No Other Representations or Warranties. The Except for the representations and warranties contained in this Section 3.1 (as modified by the Company Disclosure Letter, as supplemented or amended), neither the Company nor any other Person on behalf of the Company or any Subsidiary of the Company makes any other express or implied representation or warranty with respect to the Company or any Subsidiary of the Company or the transactions contemplated by this Agreement and any other assets, rights or obligations to be transferred hereunder or pursuant hereto, and the Company disclaims any other representations or warranties, whether made by Acquiror the Company or any of its Affiliates or its directors, officers, managers, employees, investment bankers, attorneys, accountants and Merger Sub in this Article V are other advisors and representatives (such directors, officers, managers, employees, investment bankers, attorneys, accountants and other advisors and representatives, collectively, the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective “Representatives”). Except for the representations and warranties contained in this Article VSection 3.1 (as modified by the Company Disclosure Letter, neither Acquiror nor Merger Subas supplemented or amended), nor the Company hereby disclaims all liability and responsibility for any other Personrepresentation, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimatestatement or information made, budget communicated, or prospect information relating furnished (orally or in writing) to Acquiror Parent, Merger Sub or their respective Affiliates or Representatives (including any opinion, information, projection or advice that may have been or may be provided to Parent or Merger Sub by any director, officer, employee, agent, consultant, or (b) Representative of the Company or any oral orof its Affiliates). Notwithstanding anything contained in this Agreement to the contrary, except for the Company makes no representations and or warranties expressly made by Acquiror to Parent or Merger Sub in this Article Vregarding any projections or the future or probable profitability, written information made available to the other parties hereto in the course of their evaluation of Acquiror success, business, prospects, opportunities, relationships and Merger Sub and the negotiation of this Agreement or in the course operations of the TransactionsCompany and/or its Subsidiaries.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Command Security Corp)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article V4, each of Parent and Merger Sub acknowledges that neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person on behalf of the Company makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company or completeness any of any information regarding Acquiror or Merger Sub available to the other parties Company Subsidiaries or their respective Representatives businesses, or with respect to any other information provided to any member of the Parent Group or any Parent Representative and expressly the Company hereby disclaims any such other representations or warranties. Without limiting warranties made by the foregoingCompany, neither Acquiror nor Merger Sub, nor any other Person, makes Company Subsidiary or has made any representation or warranty Company Representative with respect to the other parties hereto with respect to, execution and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation delivery of this Agreement or the Merger or the other transactions contemplated hereby (other than, for the avoidance of doubt, as set forth in Article 4 of this Agreement). Neither the Company nor any other Person will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person resulting from the distribution to, or use by, any member of the Parent Group or any Parent Representative of any information provided to any member of the Parent Group or any Parent Representative by the Company, the Company Subsidiaries or any Company Representative, including any information, documents, projections, forecasts, business plans or other material made available in the course “data room,” any confidential information memoranda or any management presentations in expectation of the Transactionstransactions contemplated by this Agreement, unless such information is expressly set forth in a representation or warranty contained in Article 4 of this Agreement.
Appears in 1 contract
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly made by the Company in this Article VIII or in any certificate delivered pursuant to this Agreement, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, Person makes or has made any representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the Company any of its Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise), notwithstanding the delivery or disclosure to Parent and Merger Sub or any of their Affiliates or Representatives of any documentation, forecasts or other parties hereto information with respect toto any one or more of the foregoing. Without limiting the generality of the foregoing, and shall have no liability in neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect of, to (a) any financial projection, forecast, estimate, or budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub the Company in this Article VIII, any oral or written information made available presented to the other parties hereto Parent, Merger Sub or any of their respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactions. Except for the representations and warranties of Parent and Merger Sub expressly set forth in Article IV or in any certificate delivered pursuant to this Agreement, the Company is not relying on, and has not relied on, any representation or warranty made, or information provided, by or on behalf of Parent or Merger Sub, in each case, regarding either Parent or Merger Sub, its or their business, this Agreement, the transactions contemplated hereby, or any other related matter.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quotient Technology Inc.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by Coeur in this Article VSection 4, in the Support Agreement or in any certificate or other document delivered in connection with this Agreement or the Support Agreement, neither Acquiror nor Merger Sub, Coeur nor any other Person, has made or Person acting on its behalf makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Acquired Coeur Shares, Coeur or completeness any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Orion or its Representatives and expressly disclaims of any such documentation, forecasts or other representations information with respect to any one or warranties. Without limiting more of the foregoing, and Orion acknowledges the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by Coeur in this Section 4, the Support Agreement, or in any certificate or other document delivered in connection with this Agreement or the Support Agreement, neither Acquiror nor Merger Sub, Coeur nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Orion or its Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror Coeur, any of its Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available presented to the other parties hereto Orion or its Representatives in the course of their evaluation its due diligence investigation of Acquiror and Merger Sub and Coeur, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby.
Appears in 1 contract
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained set forth in this Article VArticles III and IV, neither Acquiror nor Merger Sub(as modified by the Disclosure Schedule), nor in the Ancillary Documents and in the Confidentiality Agreement, Buyer and MergerSub hereby acknowledge and agree that (a) none of the Company, the Equityholders or any other Personof their respective Representatives, has made or makes is making any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoingSeries Bl Call Right Seller, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto including with respect to, and shall have no liability in respect of, (a) to any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to Buyer or any of its Subsidiaries or Representatives, and (b) other than the other parties hereto right of the Buyer Indemnified Persons to be indemnified pursuant to Article 8 and, subject to the exception for fraud in Section 8.1.2(c) on the course terms and subject to the conditions in Section 8.1.2(c), none of the Company, the Equityholders or any of their evaluation respective * Omitted information is the subject of Acquiror a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and Merger Sub has been filed separately with the Securities and Exchange Commission. Representatives, will have or be subject to any Liability or indemnification obligation to any Buyer Indemnified Person, resulting from the negotiation delivery to Buyer or MergerSub or any of this Agreement their respective Representatives or the use by Buyer, MergerSub or any of their respective Representatives of any such information provided or made available to any of them by the Company or any of its Representatives, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer, MergerSub or any of their respective Representatives, in the course “data rooms,” or management presentations in anticipation or contemplation of the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alexion Pharmaceuticals Inc)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties Notwithstanding anything contained in this Article VAgreement to the contrary, neither Acquiror nor Merger Subnone of Seller, nor the Company or any of its Subsidiaries, or any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, Person makes or has made any representation representations or warranty warranties whatsoever, express or implied, as to Seller, the other parties hereto Company or any of its Subsidiaries, or the transactions contemplated hereby beyond those expressly given by Seller in Article III and Article IV (as modified by the Schedules hereto, as supplemented and amended in accordance with respect tothis Agreement) or in any certificate delivered hereunder, and shall have no Seller disclaims any and all liability in respect ofand responsibility for any other representation, (a) any financial warranty, guaranty, projection, forecast, estimatestatement or information made, budget communicated, or prospect information relating furnished (orally or in writing) to Acquiror Buyer, its Affiliates or Merger Sub their respective Representatives (including any opinion, information, projection, or (b) advice that may have been or may be provided to Buyer by any oral orRepresentative of Seller, except the Company or any of its Subsidiaries, or any of their respective Affiliates). Except as expressly set forth in Article III or Article IV or any certificate delivered hereunder, Seller does not make any representation or warranty regarding the probable success or profitability of the Company or any of its Subsidiaries, merchantability or fitness for any particular purpose or any implied warranties whatsoever. Notwithstanding the representations and warranties expressly made by Acquiror or Merger Sub foregoing, nothing in this Article V, written information made available to the other parties hereto Section 3.24 or elsewhere in the course Agreement shall limit, restrict, prohibit, restrain or otherwise impair any of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement Buyer’s rights or remedies in the course case of the TransactionsFraud.
Appears in 1 contract
Samples: Purchase and Sale Agreement (DigitalBridge Group, Inc.)
No Other Representations or Warranties. The Except for the representations and warranties expressly made by the Company in this Article III or in any certificate delivered pursuant to this Agreement, neither the Company nor any other Person makes or has made any representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the Company any of its Subsidiaries or their respective business, operations, assets, liabilities, financial condition, notwithstanding the delivery or disclosure to Parent and Merger Sub or any of their Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except for the representations and warranties made by Acquiror and Merger Sub the Company in this Article V are III or in any certificate delivered pursuant to this Agreement, neither the exclusive representations and warranties Company nor any other Person makes or has made by Acquirorany express or implied representation or warranty to Parent, Merger Sub, their Affiliates, and Sub or any of their respective RepresentativesRepresentatives with respect to (a) any financial projection, forecast, estimate, or budget relating to the Company, any of its Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub or any of their respective Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the course of the Transactions. Except for the representations and warranties contained expressly set forth in this Article VIV, the Company hereby acknowledges that neither Acquiror nor Merger SubParent, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made or is making any other express or implied representation or warranty to the other parties hereto with respect toto Parent, and shall have no liability in Merger Sub, or any of their Subsidiaries or their respective business or operations, including with respect of, (a) to any financial projection, forecast, estimate, budget information provided or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in Company or any of its Representatives or any information developed by the course Company or any of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactionsits Representatives.
Appears in 1 contract
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub Each Parent Party, acknowledges that, except as provided in this Article V are 3 or in the exclusive representations and warranties made by Acquirorother Transaction Agreements, Merger Subnone of the Company, their Affiliatesany Company Stockholder, and any Equity Award Holder or any of their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger SubAffiliates, nor any other Personof their respective directors, officers, employees, stockholders, partners, members or Representatives has made made, or makes is making, any other express or implied representation or warrantywarranty of any nature whatsoever to any Parent Party or any of their respective Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to any Parent Party. Without limiting the generality of the foregoing, either written each Parent Party acknowledges that none of the Company, any Company Stockholder, any Equity Award Holder or oralany of their respective Affiliates, on behalf nor any of Acquiror their respective directors, officers, employees, stockholders, partners, members or Merger SubRepresentatives makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to any Parent Party or their respective Affiliates or Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to any Parent Party or their respective Affiliates or Representatives with respect to the Company and its Subsidiaries or their respective businesses or operations (including as to the accuracy or completeness of any such information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral ordocuments), except for the representations and warranties as expressly made by Acquiror or Merger Sub set forth in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement 3 or in the course of the Transactionsother Transaction Agreements.
Appears in 1 contract
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Seller in this Article VIII and by the Company in Article II, neither Acquiror nor Merger Subnone of the Company, nor any of its Subsidiaries, the Seller or any other Person, has made or person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company Group or completeness its businesses, operations, 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 Group, notwithstanding the delivery or disclosure to the Buyer or any of its representatives of any documentation, forecasts or other information regarding Acquiror with respect to any one or Merger Sub available to more of the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesforegoing. Without limiting the generality of the foregoing, neither Acquiror nor Merger Subnone of the Company, nor its Subsidiaries, the Seller or any other Person, person makes or has made any express or implied representation or warranty to the other parties hereto Buyer or any of its representatives with respect to, and shall have no liability in respect of, to (ai) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company Group or Merger Sub its businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects or (b) any oral orii), except for the representations and warranties expressly made by Acquiror or Merger Sub the Seller in this Article VIII and by the Company in Article II, any oral or written information made available presented to the other parties hereto Buyer or any of its affiliates or representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company Group, the negotiation of this Agreement and the Ancillary Agreements or in the course of the TransactionsAcquisition and the other transactions contemplated hereby and thereby. The Seller, the Company and each of its Subsidiaries disclaims any and all other representations and warranties, whether express or implied.
Appears in 1 contract
Samples: Stock Purchase Agreement (Airspan Networks Holdings Inc.)
No Other Representations or Warranties. The representations (a) Each of Parent and warranties made by Acquiror Purchaser acknowledges and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiroragrees that, Merger Sub, their Affiliates, and their respective Representatives. Except except for the representations and warranties contained (including the Schedules with respect thereto) made by Seller and expressly set forth in Section 2.1 of this Article VAgreement, neither Acquiror nor Merger Sub, Seller nor any other Person, representative of Seller has made and will not be construed as having made to Parent or makes Purchaser or to any other express of their respective representatives, and none of Parent, Purchaser or implied any of their respective representatives have relied upon, any representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness warranty of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantieskind. Without limiting the generality of the foregoing, and notwithstanding any express representation and warranty made by Seller in Section 2.1 hereof, each of Parent and Purchaser agrees that neither Acquiror nor Merger Sub, Seller nor any other Person, representative of Seller makes or has made any representation or warranty to the other parties hereto Parent or Purchaser or to any of their respective representatives with respect toto any estimates, projections and other forecasts relating to the Cinagro Shares or the Company Shares, and shall have no liability in plan and budget information with respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral thereto or, except for to the representations extent and warranties as expressly made covered by Acquiror a representation and warranty of Seller contained in Section 2.1 hereof, with respect to any other statements, documents or Merger Sub in this Article V, written other information heretofore or hereafter delivered 24 25 to or made available to the other parties hereto in the course Parent or Purchaser or to any of their evaluation respective representatives and that neither Parent nor Purchaser will assert any claim against Seller or any of Acquiror and Merger Sub and the negotiation of this Agreement its directors, officers, employees, agents, stockholders, or in the course of the Transactionsrepresentatives, or hold Seller or any such persons liable with respect thereto.
Appears in 1 contract
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub (a) Except as set forth in this Article V are Agreement and the exclusive representations and warranties made by Acquirorother Transaction Documents, Merger Subnone of the Seller, their Affiliates, and its Affiliates or any of their respective Representatives. Except for the representations and warranties contained in this Article Vofficers, neither Acquiror nor Merger Subdirectors, nor employees or representatives make or have made any other Person, has made or makes any other express or implied representation or warranty, either written express or oralimplied, on behalf at law or in equity, in respect of Acquiror the Company, the Subsidiaries, the Business, the Subsidiary Interests, the Membership Interests or Merger Subany of the assets, Liabilities or operations of the Company and the Subsidiaries, including with respect to (i) merchantability or fitness for any particular purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Seller, the Company and the Subsidiaries or (iii) the probable success or profitability of the Business after the Closing, and (b) other than the indemnification obligations of the Seller set forth in Articles VII and IX, none of the Seller, its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the accuracy Purchaser or completeness of to any information regarding Acquiror or Merger Sub available other Person resulting from the distribution to the other parties Purchaser, its Affiliates or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect representatives of, (a) or the Purchaser’s use of, any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Business, including any information, documents or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information materials made available to the other parties hereto in the course of Purchaser or its Affiliates or their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement respective officers, directors, employees or representatives, whether orally or in the course writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the TransactionsPurchaser or its Affiliates or in any other form in expectation of or in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
No Other Representations or Warranties. (a) The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article VV are in lieu of and are exclusive of all other representations and warranties by Seller, neither Acquiror nor Merger Sub, nor any of its Affiliates or any other Person, . Buyer acknowledges that none of Seller or any its Affiliates (including the Acquired Companies) or any other Person has made or makes any other express or implied representation or warranty, either written expressed or oralimplied, on behalf of Acquiror or Merger Sub, as to the accuracy or completeness of any information regarding Acquiror any of Seller or Merger Sub any of its Affiliates, the Acquired Companies, the Business, the Shares or the assets or liabilities of the Acquired Companies (including any confidential information memorandum, any supplemental data, any financial projections or forecasts related to any of the Acquired Companies or the Business and any other information, document or material made available or furnished to Buyer or any of its Representatives in any “data room”, management presentations or in any other form in anticipation of any of the Transactions) and none of Seller or any of its Affiliates or any other parties Person will have or their respective be subject to any Liability to Buyer, any of its Representatives and expressly disclaims or any other Person resulting from the distribution to Buyer or any of its Representatives, or Buyer’s or any of its Representatives’ use, of any such other representations or warrantiesinformation. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral orBuyer further acknowledges that, except for the representations and warranties as expressly made by Acquiror or Merger Sub set forth in this Article V, written information made available there are no representations or warranties of any kind, expressed or implied, with respect to Seller or any of its Affiliates, the other parties hereto in Acquired Companies, the course of their evaluation of Acquiror and Merger Sub and Business, the negotiation of this Agreement Shares, the assets or in the course liabilities of the TransactionsAcquired Companies or any other matter.
Appears in 1 contract
No Other Representations or Warranties. The Each of Parent and Merger Sub has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and its Subsidiaries. In entering into this Agreement, each of Parent and Merger Sub has relied solely upon its own investigation and analysis (and the representations and warranties made by Acquiror set forth herein), and each of Parent and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiroracknowledges that, Merger Sub, their Affiliates, and their respective Representatives. Except except for the representations and warranties contained of the Company expressly set forth in this Article VIV, neither Acquiror nor Merger Subnone of the Company, nor the Company Subsidiaries, or any other Person, has made or of their respective Representatives makes any other express or implied representation or warranty, either written express or oralimplied, on behalf of Acquiror as to the Company or Merger Sub, its Subsidiaries or as to the accuracy or completeness of any of the information regarding Acquiror provided or made available to Parent, Merger Sub or any of their respective Representatives. Without limiting the generality of the foregoing, none of the Company or its Subsidiaries nor any of their respective Representatives or any other Person has made a representation or warranty to Parent or Merger Sub with respect to (i) any projections, estimates, forecasts or budgets for the Company or its Subsidiaries or (ii) any material, documents or information relating to the Company or its Subsidiaries made available to the other parties Parent, Merger Sub or their respective Representatives in any “data room,” confidential memorandum, other offering materials or otherwise, except as expressly and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any specifically covered by a representation or warranty to set forth in Article IV. To the other parties hereto with respect toKnowledge of Parent, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course as of the Transactionsdate hereof, none of the Company’s representations or warranties are untrue such that the condition set forth in Section 7.2(a) would fail to be satisfied.
Appears in 1 contract
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Partnership Parties in this Article V, neither Acquiror nor Merger Sub, none of the Partnership Parties nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Partnership Parties or completeness any of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, and each of the Partnership Parties hereby expressly disclaims any such other representations or warranties. Without In particular, without limiting the foregoing, neither Acquiror nor Merger Sub, none of the Partnership Parties nor any other Person, Person makes or has made any representation or warranty to the other parties hereto Parent Parties, Merger Sub or any of their respective Affiliates or Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Partnership Parties, any of their respective Affiliates or Merger Sub any of their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub any of the Partnership Parties in this Article V, written information made available to the other parties hereto Parent Parties, Merger Sub or any of their respective Affiliates or Representatives in the course of their evaluation of Acquiror and Merger Sub and the Partnership, the negotiation of this Agreement or in the course of the Transactions.. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Parent Parties’ or Merger Sub’s remedies with respect to intentional or willful misrepresentation of material facts that constitute common law fraud arising from or relating to the express representations and warranties made by the Partnership in this Article V.
Appears in 1 contract
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Company in this Article VIII, in any Transaction Documents or in any certificate or other document delivered in connection with this Agreement or the Transaction Documents, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person acting on its behalf makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Preferred Stock, the Common Stock, the Company or completeness any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to the Investor or its Representatives and expressly disclaims of any such documentation, forecasts or other representations information with respect to any one or warranties. Without limiting more of the foregoing, and the Investor acknowledges the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by the Company in this Article III, the Transaction Documents, or in any certificate or other document delivered in connection with this Agreement or the Transaction Documents, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Investor or its Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available presented to the other parties hereto Investor or its Representatives in the course of their evaluation its due diligence investigation of Acquiror and Merger Sub and the Company, including with respect to the Spin-Off, the negotiation of this Agreement or in the course of the TransactionsTransactions or any other transactions or potential transactions involving the Company and the Investor.
Appears in 1 contract
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained set forth in this Article VARTICLE IV, neither Acquiror nor Merger Sub, Parent nor any other Person, Person has made or makes is making any other express or implied representation or warranty, either written or oral, with respect to Parent or its Subsidiaries or with respect to any other information provided to the Company or its Subsidiaries in connection with the Mergers or the other transactions contemplated hereby. Without limiting the generality of the foregoing, neither Parent nor any other Person has made or makes any representation or warranty with respect to any projections, estimates, or budgets of future revenues, future results of operations, future cash flows, or future financial condition (or any component of any of the foregoing) of Parent, including any information made available in the electronic data room maintained by Parent for purposes of the transactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Acquiror the Company or Merger Subits Representatives, to any financial projections or forward-looking statements or the accuracy or completeness of any information regarding Acquiror filed or Merger Sub available furnished by Parent to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act, or in any other parties form in connection with the transactions contemplated by this Agreement. Neither Parent or any other Person shall have or be subject to any liability or other obligation to the Company, its Subsidiaries, or any other Person resulting from the distribution to the Company or its Subsidiaries (including their respective Representatives and expressly disclaims Representatives), or Parent’s, Merger Sub’s or Second Merger Sub’s (or such Representatives’) use of, any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactionsinformation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Avalo Therapeutics, Inc.)
No Other Representations or Warranties. (a) The representations Parent Entities each hereby acknowledge (each for itself and warranties made by Acquiror on behalf of its Affiliates and Merger Sub in this Article V are Representatives) that it has received access to the exclusive representations books and warranties made by Acquirorrecords, Merger Subfacilities, their AffiliatesContracts and other assets and management of the Company, and it has conducted its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries. Each of the Parent Entities and their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger Sub, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral orAffiliates acknowledges that, except for the representations and warranties expressly made by Acquiror set forth in Article 4, that neither the Company nor its Affiliates nor any Person on behalf of the Company or Merger Sub in this Article Vits Affiliates makes, written and each of the Parent Entities has not relied upon, any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses and operations or with respect to any other information made available to the Parent Entities in connection with the Mergers or other parties hereto transactions contemplated hereby. Neither the Company nor any other Person will have or be subject to any liability or indemnification obligation to the Parent Entities or any other Person, resulting from the disclosure or distribution to the Parent Entities, or the Parent Entities’ use of, any such information, including any information, documents, estimates, projections, forecasts or other material made available to the Parent Entities in certain “data rooms” or management presentations in expectation of the course Mergers or other transactions contemplated hereby, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in Article 4. The Parent Entities on behalf of themselves and on behalf of each of their evaluation of Acquiror and Merger Sub and respective Affiliates, expressly waives any such claim relating to the negotiation of this Agreement or in the course of the Transactionsforegoing matters.
Appears in 1 contract
No Other Representations or Warranties. The Company has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of Parent and its Subsidiaries, which investigation, review and analysis was done by the Company and its representatives. In entering into this Agreement, the Company acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any representations and warranties or opinions (whether written or oral) of Parent or its Affiliates (except the specific representations made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective RepresentativesV). Except for the representations and warranties contained in this Article VV and in the certificate delivered by the Parent pursuant to Section 9.2(d), the Company acknowledges that (a) neither Parent, Merger Sub nor any other Person on behalf of Parent or Merger Sub makes any other representation or warranty, express or implied, written or oral, at law or in equity, with respect to Parent, its Subsidiaries, or the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, including with respect to (i) merchantability or fitness for any particular use or purpose or (ii) the probable success or profitability of Parent, its Subsidiaries or the business thereof after the Effective Time and (b) except in the case of fraud, neither Acquiror nor the Parent, Merger Sub, nor Sub or any other Person will have or be subject to any liability or indemnification obligation to the Company or any other Person resulting from the distribution to the Company or any other Person, has made or makes any other express or implied representation or warrantytheir use, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror provided in connection with the Transactions, including any information, documents, projections, forecasts or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information material made available to the other parties hereto them in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement certain “data rooms” or management presentations or in the course of any other form in expectation of, or in connection with, the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Scorpio Tankers Inc.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article VAgreement, neither Acquiror nor Merger Sub, nor Buyer acknowledges that none of the Sellers or any of their respective Subsidiaries and Affiliates or any other Person, has made or Person makes any other express or implied representation or warranty, either written express or oralimplied, at law or in equity, with respect to WHF Parent, the Sellers, WPI, the Company or any of their respective Subsidiaries and Affiliates, the Transferred Units, the Business or any of the assets, Liabilities or operations of WPI, WIN or the Company or any of their respective Subsidiaries and Affiliates, or with respect to any other information provided to Buyer, whether on behalf of Acquiror WHF Parent, the Sellers, the Company or Merger Subsuch other Persons, including as to the accuracy probable success or completeness profitability of any information regarding Acquiror or Merger Sub available the Company's business after the Closing. Except with respect to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoingmatters concerning fraud, neither Acquiror nor Merger SubWHF Parent, the Sellers nor any other PersonPerson will have or be subject to any Liability or indemnification obligation to Buyer or any other Person resulting from the distribution to Buyer, makes or has made Buyer's use of, any representation or warranty such information including the Confidential Descriptive Memorandum dated September 2002, prepared by Rothschild Inc. related to the other parties hereto with respect toBusiness, and shall have no liability in respect ofany information, (a) any financial projection, forecast, estimate, budget document or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information material made available to the other parties hereto Buyer in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement certain "data rooms," management presentations or in the course any other form in expectation or contemplation of the Transactionstransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (American Media Operations Inc)
No Other Representations or Warranties. The representations and warranties made by Acquiror Each of Parent and Merger Sub in this Article V are the exclusive representations acknowledges and warranties made by Acquiroragrees that, Merger Sub, their Affiliates, and their respective Representatives. Except for other than the representations and warranties contained set forth in this Article VIII, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson makes, has made or makes and it is not relying on, any other express or implied representation or warranty, either written or oral, warranty on behalf of Acquiror the Company or Merger Sub, to the accuracy any of its Subsidiaries or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesAffiliates. Without limiting the generality of the foregoing, neither Acquiror nor and notwithstanding the delivery or disclosure to Parent, Merger Sub, or any of their respective Representatives or Affiliates of any documentation or other information by the Company or any of its Subsidiaries or any of its or their Representatives with respect to one or more of the following, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person, Person makes any express or has made any implied representation or warranty to on the other parties hereto behalf of the Company or any of its Subsidiaries or Affiliates with respect toto any projections, and shall have no liability in respect offorecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (aor any component thereof), future cash flows (or any component thereof) or future financial condition (or any financial projectioncomponent thereof) of the Company or any of its Subsidiaries or the future business, forecastoperations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement respective Representatives or in the course of the Transactions.Affiliates. ARTICLE V
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lufkin Industries Inc)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Company in this Article VIII, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company or completeness any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing, and expressly disclaims any such other representations or warrantieseach of Parent and Merger Sub acknowledge the foregoing. Without In particular, and without limiting the generality of the foregoing, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Parent, Merger Sub or any of their respective Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub or their respective businesses, (b) any oral or, whether the Insurance Reserves or the assets supporting the Insurance Reserves have been or will be adequate or sufficient for the purposes for which they were established or (c) except for the representations and warranties expressly made by Acquiror or Merger Sub the Company in this Article VIII, any oral or written information made available presented to the other parties hereto Parent, Merger Sub or any of their respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding anything to the contrary contained in this Section 3.26, this Section 3.26 shall in no event prohibit Parent or Merger Sub from making any claim against the Company, its Subsidiaries or their respective Affiliates or Representatives with respect to matters involving fraud.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tower Group International, Ltd.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and or warranties contained expressly set forth in this Article VIV, neither Acquiror nor Merger SubHR, any of its Subsidiaries nor any other Person, has made Person on behalf of HR or any of its Subsidiaries or Affiliates makes any other express or implied representation or warranty, either written warranty with respect to HR or oral, on behalf any of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, 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 HR and its Subsidiaries, notwithstanding the delivery or disclosure to the Company or any of its Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing, and expressly disclaims any such other representations or warrantieseach of the Company and the Company OP acknowledges the foregoing. Without In particular, and without limiting the generality of the foregoing, neither Acquiror nor Merger Sub, HR nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Company, the Company OP, the Company Subsidiaries or any of their respective Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror HR, any of its Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub HR in this Article VIV, written any oral, written, video, electronic or other information made available presented to the other parties hereto Company or any of its respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and HR, the negotiation of this Agreement or in the course of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Healthcare Realty Trust Inc)
No Other Representations or Warranties. The Each of Parent and Merger Sub acknowledge and agree that it (i) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Company, the transactions contemplated by this Agreement and any other assets, rights or obligations to be transferred hereunder or pursuant hereto, and the Company’s customers and the effects on the Company’s business resulting from the transactions contemplated hereby (including the identity of Parent) and (ii) has been furnished with, or given adequate access to, such information about the Company, and any other assets, rights or obligations to be transferred hereunder or pursuant hereto, as it has requested. Each of Parent and Merger Sub further acknowledge and agree that (a) the only representations and warranties, express or implied, made by the Company regarding the subject matter of this Agreement are the representations and warranties made in Article IV hereof (and any certificate or other agreement or documents delivered by Acquiror the Company in connection with the transactions contemplated hereby, including the Allocation Statement), and (b) Parent and Merger Sub have not relied upon any other express or implied representations or warranties or other information regarding the subject matter of this Agreement, including any projections or any information provided by or through their bankers or other Representatives, including information provided in this Article V are management presentations, data rooms or other due diligence information not expressly covered by the exclusive representations and warranties made by Acquirorreferenced in the preceding clause (a), Merger Sub, their Affiliates, and their respective Representatives. Except except for the representations and warranties contained in this Article VIV hereto (and any certificate delivered by the Company hereunder or other agreement or documents delivered by the Company in connection with the transactions contemplated hereby, neither Acquiror nor Merger Sub, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsAllocation Statement).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quality Systems, Inc)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article VIII (including the Company Disclosure Letter) or in the certificate delivered by the Company to Parent and Merger Sub pursuant to Section 7.03(d) (and notwithstanding the delivery or disclosure to Parent, neither Acquiror nor Merger SubSub or their respective Representatives of any documentation, nor projections, estimates, budgets, forecasts, plans or other information), each of Parent and Merger Sub acknowledges that (x) none of the Company, any Company Subsidiary or any other PersonPerson acting on behalf of the Company or a Company Subsidiary makes, or has made or makes made, any other express or implied representation or warranty, either written express or oralimplied, on behalf of Acquiror relating to itself or Merger Sub, to its business or otherwise in connection with this Agreement or the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect toTransactions, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror Parent and Merger Sub and the negotiation are not relying on any representation, warranty or other information of any Person except for those representations or warranties expressly set forth in this Agreement or in the course certificate delivered by the Company to Parent and Merger Sub pursuant to Section 7.03(d), (y) no Person has been authorized by the Company, the Company Subsidiaries or any other Person on behalf of the TransactionsCompany to make any representation or warranty, express or implied, relating to itself or its business or otherwise in connection with this Agreement and the Merger, and if made, such representation or warranty will not be relied upon by Parent or Merger Sub as having been authorized by such entity and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation, budget, forecast or any other materials or information provided or addressed to Parent, Merger Sub or any of their respective Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management are not and will not be deemed to be or include representations or warranties.
Appears in 1 contract
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained made by the Company in this Article VIII and in the certificate required to be delivered pursuant to Section 6.02(d), neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company or completeness any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, 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 Parent, Merger Sub or any of their respective Representatives and expressly disclaims of any such documentation, forecasts or other representations information (in any form or warranties. Without limiting through any medium) with respect to any one or more of the foregoing, and each of Parent and Merger Sub acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for any applicable representations and warranties made by the Company in this Article III and in the certificate required to be delivered pursuant to Section 6.02(d), neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Parent, Merger Sub or any of their respective Representatives with respect to, and shall have no liability in respect of, to (ai) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or their respective businesses or (ii) any oral, written, video, electronic or other information presented to Parent, Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto of their respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactions.
Appears in 1 contract
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger Sub, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral orNOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, except for the representations and warranties expressly EXPRESSLY made by Acquiror or Merger Sub THE COMPANY in this Article VIII AND ANY OTHER REPRESENTATION SET FORTH BY THE COMPANY IN ANY OTHER DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED ON OR AFTER THE DATE HEREOF IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS, written information made available NEITHER THE COMPANY OR ANY AFFILIATE THEREOF nor any other Person makes any representation or warranty with respect to the Company or any other parties hereto in Person or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the course delivery or disclosure to PARENT, MERGER SUB or any of their evaluation THEIR RESPECTIVE Affiliates or representatives of Acquiror and Merger Sub and the negotiation of this Agreement any documentation, forecasts, projections or in the course other information with respect to any one or more of the Transactionsforegoing. except for the representations and warranties EXPRESSLY made by THE company in this Article III AND ANY OTHER REPRESENTATION SET FORTH BY THE COMPANY IN ANY OTHER DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED ON OR AFTER THE DATE HEREOF IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY THE company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nordhagen Arlen Dale)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Company in this Article VIV, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to Company, the other parties Company Subsidiaries or their respective businesses, operations, 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 or the Company Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. In particular, and expressly disclaims any such other representations or warranties. Without without limiting the generality of the foregoing, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Parent, Merger Sub or any of their respective Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company, the Company Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub the Company in this Article VIV, any oral or written information made available presented to the other parties hereto Parent, Merger Sub or any of their respective Representatives in the course of their evaluation due diligence investigation of Acquiror the Company and Merger Sub and any Company Subsidiary, the negotiation of this Agreement or in the course of the TransactionsTransaction. Each of the Company and any Company Subsidiary disclaims any and all other representations and warranties, whether express or implied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fortress Transportation & Infrastructure Investors LLC)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article VARTICLE III or the Company Disclosure Schedule, neither Acquiror nor Merger Subnone of the Company, nor any of its affiliates or any other Person, has made or Person on behalf of the Company makes any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates or Representatives on any such representation or warranty) with respect to the Company, either written its Subsidiaries or oraltheir respective businesses or with respect to any other information provided, on behalf of Acquiror or Merger Submade available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the transactions contemplated hereby, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson will have or be subject to any liability or other obligation to Parent, makes Merger Sub or has their Representatives or affiliates or any other Person resulting from Parent's, Merger Sub's or their Representatives' or affiliates' use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement, teaser, marketing material, confidential information memorandum, management presentations, functional "break-out" discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available to ARTICLE III or the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactions.Company Disclosure Schedule. ARTICLE IV
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fibrocell Science, Inc.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Company in this Article VIII, in any Transaction Documents or in any certificate or other document delivered in connection with this Agreement or the Transaction Documents, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person acting on its behalf makes any other express or implied representation or warrantywarranty with respect to 20 the Preferred Stock, either written the Common Stock, the Company or oral, on behalf any of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to the Purchasers or their Representatives and expressly disclaims of any such documentation, forecasts or other representations information with respect to any one or warranties. Without limiting more of the foregoing, and the each of the Purchasers acknowledges the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by the Company in this Article III, the Transaction Documents, or in any certificate or other document delivered in connection with this Agreement or the Transaction Documents, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Purchasers or their Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available presented to the other parties hereto Purchasers or their Representatives in the course of their evaluation its due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the TransactionsTransactions or any other transactions or potential transactions involving the Company and the Purchasers.
Appears in 1 contract
Samples: Registration Rights Agreement (OUTFRONT Media Inc.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article V3, neither Acquiror nor Merger Subnone of the Company, nor the Sellers or any other Person, of their respective Related Parties has made or makes is making any other express or implied representation or warrantywarranty of any nature to the Buyer, either written Merger Sub or oralany of their respective Related Parties, at law or in equity, with respect to matters relating to the Sellers, the Company and its Subsidiaries, their respective Related Parties, their respective businesses, the Company Equity Interests or any other matter related to or in connection with the transactions contemplated hereby, and the Company, the Sellers and their respective Related Parties hereby expressly disclaims reliance on behalf of Acquiror any such other representations or Merger Sub, warranties (including as to the accuracy or completeness of any information regarding Acquiror provided to the Buyer or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesSub). Without limiting the generality of the foregoing, neither Acquiror nor Merger Subexcept as expressly set forth in this Article 3, nor any other Personnone of the Company, makes the Sellers or their respective Related Parties has made or is making any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, to (ai) any financial projectionprojections, forecast, estimate, budget estimates or prospect information relating budgets delivered to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Buyer, Merger Sub and the negotiation or their respective Related Parties of this Agreement future revenues, future results of operations (or in the course any component thereof), future cash flows or future financial condition (or any component thereof) of the Transactions.Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to the Buyer, Merger Sub or their respective Related Parties with respect to the Company and its Subsidiaries or their respective businesses or operations (including as to the accuracy or completeness of any such information or documents)
Appears in 1 contract
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article V3 or the Company Disclosure Schedule, neither Acquiror nor Merger Subnone of the Company, nor any of its affiliates or any other Person, has made or Person on behalf of the Company makes any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates or Representatives on any such representation or warranty) with respect to the Company, either written its Subsidiaries or oraltheir respective businesses or with respect to any other information provided, on behalf of Acquiror or Merger Submade available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the transactions contemplated hereby, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson will have or be subject to any liability or other obligation to Parent, makes Merger Sub or has their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement, teaser, marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available to 3 or the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsCompany Disclosure Schedule.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integra Lifesciences Holdings Corp)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article VIV, neither Acquiror nor Merger Sub, none of the Company or any of its Affiliates nor any other Person, has made or Person on behalf of the Company makes any other express or implied representation or warrantywarranty with respect to the Company, either written its Subsidiaries or oraltheir respective businesses or with respect to any other information provided, on behalf of Acquiror or Merger Submade available, to each of Parent and Merger Sub or their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson will have or be subject to any liability or other obligation to Parent, makes Merger Sub or has their Representatives or Affiliates or any other Person resulting from Parent’s Merger Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts of other material made available to Parent, Merger Sub or their Representatives or Affiliates, teaser, marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Xxxxxx, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty to the other parties hereto contained in this Article IV. Except with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties of Parent and Merger Sub expressly made set forth in Article V, there is and has been no reliance by Acquiror the Company, its Affiliates or any of their respective Representatives on any express or implied representation or warranty of Parent or Merger Sub in determining to enter into this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsAgreement.
Appears in 1 contract
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Seller in this Article VIV and in the certificates required to be delivered by the Seller under Section 8.03, neither Acquiror nor Merger Sub, no member of the Seller Group nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Transferred Assets or completeness the Assumed Liabilities or the business, operations, properties, assets, Liabilities, condition (financial or otherwise) or prospects of the Business or any estimates, projections, forecasts and other forward-looking information regarding Acquiror or Merger Sub available business and strategic plan information relating to the other parties Business, notwithstanding the delivery or disclosure to Purchaser, any of its Affiliates or any of its and their respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing. In particular, and expressly disclaims any such other representations or warranties. Without without limiting the generality of the foregoing, neither Acquiror nor Merger Sub, no member of the Seller Group nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Purchaser, any of its Affiliates or any of its and their respective Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect prospective information relating to Acquiror or Merger Sub the Business or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub the Seller in this Article VIV and in the certificates required to be delivered by the Seller under Section 8.03, written any oral, written, video, electronic or other information made available presented to the other parties hereto Purchaser, any of its Affiliates or any of its and their respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Business, the negotiation of this Agreement or in the course of the Transactions.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ashland Global Holdings Inc)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub (a) Except as set forth in this Article V are Agreement and the exclusive representations and warranties made by Acquirorother Transaction Documents, Merger Subnone of the Seller, their Affiliates, and its Affiliates or any of their respective Representatives. Except for the representations and warranties contained in this Article Vofficers, neither Acquiror nor Merger Subdirectors, nor employees or representatives make or have made any other Person, has made or makes any other express or implied representation or warranty, either written express or oralimplied, on behalf at law or in equity, in respect of Acquiror the Company, the Subsidiaries, the Business, the Subsidiary Interests, the Satellite Interests, the Membership Interests or Merger Subany of the assets, Liabilities or operations of the Company and the Subsidiaries, including with respect to (i) merchantability or fitness for any particular purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Seller, the Company and the Subsidiaries or (iii) the probable success or profitability of the Business after the Closing, and (b) other than the indemnification obligations of the Seller set forth in Articles VII and IX, none of the Seller, its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the accuracy Purchaser or completeness of to any information regarding Acquiror or Merger Sub available other Person resulting from the distribution to the other parties Purchaser, its Affiliates or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect representatives of, (a) or the Purchaser’s use of, any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Business, including any information, documents or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information materials made available to the other parties hereto in the course of Purchaser or its Affiliates or their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement respective officers, directors, employees or representatives, whether orally or in the course writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the TransactionsPurchaser or its Affiliates or in any other form in expectation of or in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by Purchaser that are expressly set forth in this Article VV (as modified by the Purchaser Disclosure Letter and the Purchaser Disclosure Reports) or in the Purchaser Closing Certificate, neither Acquiror nor Merger Sub, Purchaser nor any other Person, has made or Person makes any other express or implied representation or warranty, either written warranty relating to Purchaser or oral, on behalf any of Acquiror its Affiliates or Merger Sub, to the accuracy or completeness any of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser expressly disclaims any such other representations or warranties. Without In particular, without limiting the foregoing, neither Acquiror nor Merger Sub, Purchaser nor any other Person, Person makes or has made any representation or warranty to the other parties hereto Company or any of it respective Affiliates or Representatives with respect to, and shall have no liability in respect of, to (a) any financial projectionprojections, predictions, forecast, estimate, budget or prospect prospective information relating to Acquiror Purchaser, any of its Affiliates or Merger Sub any of their respective businesses or (b) any oral ororal, or except for the representations and warranties expressly made by Acquiror or Merger Sub the Purchaser that are expressly set forth in this Article VV (as modified by the Purchaser Disclosure Letter and the Purchaser Disclosure Reports) or in the Purchaser Closing Certificate, written information made available Made Available to the other parties hereto Company or any of their Affiliates or Representatives in the course of their evaluation of Acquiror and Merger Sub and Purchaser, the negotiation of this Agreement or in the course of the TransactionsTransaction.
Appears in 1 contract
Samples: Share Purchase Agreement (EUDA Health Holdings LTD)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are 90. Purchaser acknowledges that (i) none of Seller, the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and Company Group or any of their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger Sub, nor any other Person, Affiliates has made or makes any other express or implied representation or warranty, either written expressed or oralimplied, on behalf as to the Interests, the Business, Seller, the Company Group, their financial condition, results of Acquiror operations, future operating or Merger Subfinancial results, to estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Acquiror the Interests, the Business, Seller, or Merger Sub the Company Group furnished or made available to the other parties Purchaser and its Affiliates and Representatives, except as expressly set forth in Article III or their respective Representatives and expressly disclaims in any such other representations certificate delivered hereunder or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other PersonAncillary Document, makes or (ii) Purchaser has made not relied on any representation or warranty from Seller, the Company Group or any of their respective Affiliates in determining to the enter into this Agreement, except as expressly set forth in this Agreement or in any certificate delivered hereunder or any other parties hereto with respect toAncillary Document, and (iii) except as expressly set forth in Article III or in any certificate delivered hereunder or any other Ancillary Document, none of Seller, the Company Group or any of their respective Affiliates shall have no liability in respect or be subject to any Liability to Purchaser or any of its Affiliates or Representatives resulting from the distribution to Purchaser or its Affiliates or Representatives, 123 or Purchaser’s or its Affiliates’ or Representatives’ use of, (a) any financial projectionsuch information, forecastincluding any information, estimate, budget documents or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information material made available to the Purchaser or its Affiliates or Representatives in any Data Room, management presentations or in any other parties hereto form in the course expectation of their evaluation of Acquiror and Merger Sub and the or negotiation of this Agreement or in and the course of the Transactionstransactions contemplated hereby.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Laureate Education, Inc.)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Parent Parties in this Article VARTICLE IV, neither Acquiror nor Merger Subthe Company hereby acknowledges and agrees that none of the Parent Parties, nor any of their Affiliates or any other Person, Person has made or makes is making any other express or implied representation or warranty, either written or oral, warranty on behalf of Acquiror the Parent Parties or Merger Sub, to the accuracy or completeness any of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesAffiliates. Without limiting the generality of the foregoing, neither Acquiror nor Merger Suband notwithstanding the delivery or disclosure to the Company and its Subsidiaries, or any of their respective Representatives or Affiliates of any documentation or other information by the Parent Parties or any of their Affiliates or any of their respective Representatives with respect to any one or more of the following, the Company and its Subsidiaries acknowledge and agree that none of the Parent Parties nor any other Person, Person makes any express or has made any implied representation or warranty to on behalf of the other parties hereto Parent Parties or any of their respective Affiliates with respect toto any projections, and shall have no liability in respect offorecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (aor any component thereof), future cash flows (or any component thereof) or future financial condition (or any financial projectioncomponent thereof) of the Parent Parties or any of their respective Affiliates or the future business, forecast, estimate, budget operations or prospect information relating affairs of the Parent Parties or any of their respective Affiliates heretofore or hereafter delivered to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course Company or its Subsidiaries or any of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement respective Representatives or in the course of the TransactionsAffiliates.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cooper Tire & Rubber Co)
No Other Representations or Warranties. The representations Company acknowledges and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger Sub, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral oragrees that, except for the representations and warranties expressly made by Acquiror set forth in Article IV, none of Parent or Merger Sub or any of their respective Affiliates or any other Person on behalf of Parent or Merger Sub makes any express or implied representation or warranty (and there is and has been no reliance by the Company, its Affiliates or any of its Representatives on any such representation or warranty) with respect to Parent, Merger Sub or their respective businesses or with respect to any other information provided, or made available, to the Company or its Representatives or Affiliates in this Article Vconnection with the Merger, written information the Financing or the other transactions contemplated hereunder, including the accuracy or completeness thereof. The Company acknowledges and agrees that neither Parent nor Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company, its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the other parties hereto in Company or its Representatives or Affiliates, including any teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement Company or its Representatives or in any other form in connection with the course of Merger, the TransactionsFinancing or the other transactions contemplated hereunder, unless and to the extent any such information is included in a representation or warranty contained in Article IV.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lattice Semiconductor Corp)
No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Seller in this Article VIV and in the certificates required to be delivered by the Seller under Section 8.03, neither Acquiror nor Merger Sub, no member of the Seller Group nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Transferred Entities, the Transferred Interests or completeness the Transferred Czech Assets, or the business, operations, properties, assets, Liabilities, condition (financial or otherwise) or prospects of the Business or any estimates, projections, forecasts and other forward-looking information regarding Acquiror or Merger Sub available business and strategic plan information relating to the other parties Business, notwithstanding the delivery or disclosure to the Purchaser, any of its Affiliates or any of its and their respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing. In particular, and expressly disclaims any such other representations or warranties. Without without limiting the generality of the foregoing, neither Acquiror nor Merger Sub, no member of the Seller Group nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Purchaser, any of its Affiliates or any of its and their respective Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect prospective information relating to Acquiror or Merger Sub the Business or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub the Seller in this Article VIV and in the certificates required to be delivered by the Seller under Section 8.03, written any oral, written, video, electronic or other information made available presented to the other parties hereto Purchaser, any of its Affiliates or any of its and their respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Business, the negotiation of this Agreement or in the course of the Transactions.
Appears in 1 contract
