Common use of Access to Information; Disclaimer Clause in Contracts

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 4 contracts

Samples: Merger Agreement (Bankrate, Inc.), Merger Agreement (Bankrate Inc), Merger Agreement (Bankrate Inc)

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Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company for purposes of the transactions contemplated by this AgreementSubsidiaries, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV III of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 3 contracts

Samples: Merger Agreement (Leever Daniel H), Merger Agreement (Court Square Capital Partners II LP), Merger Agreement (Macdermid Inc)

Access to Information; Disclaimer. Each of Parent and Merger Sub each Subsidiary acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by on behalf of the Company for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV 4 of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 2 contracts

Samples: Merger Agreement (Conmed Healthcare Management, Inc.), Merger Agreement (Alloy Inc)

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV III of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 2 contracts

Samples: Merger Agreement (Ruthigen, Inc.), Merger Agreement (PLC Systems Inc)

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges acknowledge and agrees agree that it (ai) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (bii) has had reasonable access to (iA) the books and records of the Company and its Subsidiaries and (iiB) the IntraLinks electronic dataroom (under the project name “Project Apollo 11”) established and maintained by the Company for purposes of the transactions contemplated by this AgreementAgreement (the “Data Room”), (ciii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (div) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV III of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 1 contract

Samples: Merger Agreement (Kendle International Inc)

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company through IntraLinks, Inc. for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company Company, and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV III of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 1 contract

Samples: Merger Agreement (Harman International Industries Inc /De/)

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company through Xxxxxxx Corp. for purposes of the transactions contemplated by this AgreementTransactions, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company Company, and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated herebyTransactions, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV III of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 1 contract

Samples: Merger Agreement (Avaya Inc)

Access to Information; Disclaimer. Each of the Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV of this Agreement III and that all other representations and warranties are specifically disclaimed.

Appears in 1 contract

Samples: Merger Agreement (Ista Pharmaceuticals Inc)

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Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its the Company Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its the Company Subsidiaries and (ii) the electronic dataroom maintained by the Company for purposes of the transactions contemplated by this AgreementTransactions, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its the Company Subsidiaries, their respective businesses and the transactions contemplated herebyTransactions, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its the Company Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV 3 of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 1 contract

Samples: Merger Agreement (Sepracor Inc /De/)

Access to Information; Disclaimer. Parent and Merger Sub the Purchaser each acknowledges acknowledge and agrees agree that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV III of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 1 contract

Samples: Merger Agreement (PharmaNet Development Group Inc)

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company through Xxxxxxx Corporation for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV III of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 1 contract

Samples: Merger Agreement (Dollar General Corp)

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company through Xxxxxxx Corp. for 27 purposes of the transactions contemplated by this AgreementTransactions, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company Company, and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated herebyTransactions, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV III of this Agreement and that all other representations and warranties are specifically disclaimed.

Appears in 1 contract

Samples: Merger Agreement

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