Acknowledgement by the Company. The Company is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Section 5.2. The representations and warranties by Parent and Merger Sub contained in Section 5.2 constitute the sole and exclusive representations and warranties of Parent, Merger Sub and their respective Subsidiaries and Representatives in connection with the Transactions and the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature, whether express, implied or statutory are specifically disclaimed by Parent and Merger Sub.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KAYAK Software Corp), Agreement and Plan of Merger (Priceline Com Inc)
Acknowledgement by the Company. The Company is not relying and the Company has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Section 5.2ARTICLE IV. The Such representations and warranties by Parent and Merger Sub contained in Section 5.2 constitute the sole and exclusive representations and warranties of Parent, Parent and Merger Sub and their respective Subsidiaries and Representatives in connection with the Transactions Merger and the transactions contemplated hereby and the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature, nature whether express, implied or statutory are specifically disclaimed by Parent Xxxxxx and Merger Sub.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Acer Therapeutics Inc.), Agreement and Plan of Merger (Zevra Therapeutics, Inc.)
Acknowledgement by the Company. The Company is not relying and has not relied on any representations or warranties whatsoever of Parent or the Merger Sub regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Section 5.2Article 5 and in any certificate delivered pursuant to this Agreement. The Such representations and warranties by Parent and the Merger Sub contained in Section 5.2 constitute the sole and exclusive representations and warranties of Parent, Parent and the Merger Sub and their respective Subsidiaries and Representatives in connection with the Transactions Transactions, and the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature, nature whether express, implied or statutory are specifically disclaimed by Parent Xxxxxx and Merger Sub.
Appears in 1 contract
Acknowledgement by the Company. The Company is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Section 5.2. The representations and warranties by Parent and Merger Sub contained in Section 5.2 constitute the sole and exclusive representations and warranties of Parent, Merger Sub and their respective Subsidiaries and Representatives in connection with the Transactions and the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature, whether express, implied or statutory statutory, are specifically disclaimed by Parent and Merger Sub. The foregoing shall not limit the Company’s right to pursue claims for fraud by Parent, Merger Sub or their respective Affiliates or Representatives in connection with the Transactions.
Appears in 1 contract
Acknowledgement by the Company. The Company is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Section 5.23. The Such representations and warranties by Parent and Merger Sub contained in Section 5.2 constitute the sole and exclusive representations and warranties of Parent, Parent and Merger Sub and their respective Subsidiaries and Representatives in connection with the Transactions and the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature, nature whether express, implied or statutory are specifically disclaimed by Parent and Merger Sub.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cornerstone OnDemand Inc)