Common use of Access to Information; No Reliance Clause in Contracts

Access to Information; No Reliance. (a) Each Acquired Entity acknowledges and agrees that it (i) has had an opportunity to discuss the business of Parent, Parent Merger Sub and their respective Affiliates with the management of Parent, (ii) has been afforded the opportunity to ask questions of and receive answers from Parent, Parent Merger Sub and their respective Affiliates and (iii) has conducted its own independent investigation of Parent, Parent Merger Sub and their respective Affiliates, their respective businesses and the Transactions. Each Acquired Entity further acknowledges and agrees that, except in respect of any fraud, it has not relied on any representation, warranty or other statement by Parent, Parent Merger Sub or their respective Affiliates, other than representations and warranties set forth in Section 2.03(b)(iv), Article 6 and Section 9.11 (each, as qualified by Disclosure Schedule), and that, except in respect of any fraud, all other representations and warranties of any kind whatsoever, express or implied, at law or in equity, with respect to any of Parent, Parent Merger Sub and their respective Affiliates, or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, are specifically disclaimed.

Appears in 3 contracts

Samples: Transaction Agreement (MSG Entertainment Spinco, Inc.), Transaction Agreement (MSG Entertainment Spinco, Inc.), Transaction Agreement (Madison Square Garden Co)

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Access to Information; No Reliance. (a) Each Acquired Entity Such Rollover Holdco Member or Direct Rollover Member acknowledges and agrees that it (i) has had an opportunity to discuss the business of Parent, Parent Merger Sub and their respective Affiliates with the management of Parent, (ii) has been afforded the opportunity to ask questions of and receive answers from Parent, Parent Merger Sub and their respective Affiliates and (iiiiv) has conducted its own independent investigation of Parent, Parent Merger Sub and their respective Affiliates, their respective businesses and the Transactions. Each Acquired Entity Such Member further acknowledges and agrees that, except in respect of any fraud, it has not relied on any representation, warranty or other statement by Parent, Parent Merger Sub or their respective Affiliates, other than representations and warranties set forth in Section 2.03(b)(iv), Article 6 and Section 9.11 (each, as qualified by Disclosure Schedule), and thatand, except in respect of any fraud, that all other representations and warranties of any kind whatsoever, express or implied, at law or in equity, with respect to any of Parent, Parent Merger Sub and their respective Affiliates, or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, are specifically disclaimed.

Appears in 3 contracts

Samples: Transaction Agreement (MSG Entertainment Spinco, Inc.), Transaction Agreement (MSG Entertainment Spinco, Inc.), Transaction Agreement (Madison Square Garden Co)

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