Common use of Acknowledgement of No Other Representations and Warranties Clause in Contracts

Acknowledgement of No Other Representations and Warranties. Except for the representations and warranties expressly set forth in Article 4, each of Parent and Merger Sub acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company, its Representatives or any other Person to Parent or Merger Sub, or any of their respective Representatives or Affiliates, and each of Parent and Merger Sub hereby disclaims reliance on, and acknowledge and agree that none of Parent, Merger Sub, any of their respective Affiliates or any Representatives of any of the foregoing has relied on any such other representation or warranty (including as to the accuracy or completeness of any information provided by the Company to Parent or Merger Sub), 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, and that none of Parent, Merger Sub, any of their respective Affiliates or any Representatives of any of the foregoing has relied on any 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 Parent, Merger Sub or their respective Representatives or Affiliates.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tribune Publishing Co)

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Acknowledgement of No Other Representations and Warranties. Except for the representations and warranties expressly set forth in Article 45, each of Parent and Merger Sub the Company acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the CompanyParent, its Merger Sub, their respective Representatives or any other Person to Parent or Merger Sub, the Company or any of their respective its Representatives or Affiliates, and each of Parent and Merger Sub the Company hereby disclaims reliance on, and acknowledge acknowledges and agree agrees that none of Parent, Merger Sub, neither the Company nor any of their respective its Affiliates or any Representatives of any of the foregoing has relied on any such other representation or warranty (including as to the accuracy or completeness of any information provided by the Company to Parent or Merger SubSub to the Company), whether by or on behalf of the CompanyParent or Merger Sub, and notwithstanding the delivery or disclosure to Parent or Merger Subthe Company, or any of their its Representatives or Affiliates, of any documentation or other information by the Company Parent or Merger Sub or any of its their Representatives or Affiliates with respect to any one or more of the foregoing. Each of Parent and Merger Sub The Company also acknowledges and agrees that the Company neither Parent nor Merger Sub makes no any representation or warranty, and that none of Parent, Merger Sub, neither the Company nor any of their respective its Affiliates or any Representatives of any of the foregoing has relied on any 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 Parent or any of its Subsidiaries or the future business, operations or affairs of the Company Parent or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Sub the Company or their respective its Representatives or Affiliates.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tribune Publishing Co)

Acknowledgement of No Other Representations and Warranties. Except for the representations and warranties expressly set forth in Article 4, each of Parent and Merger Sub acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company, its Representatives or any other Person Company to Parent or Merger Sub, or any of their respective Representatives or Affiliates, and each of Parent and Merger Sub hereby disclaims reliance on, and acknowledge and agree that none of Parent, Merger Sub, any of their respective Affiliates or any Representatives of any of the foregoing has relied on any such other representation or warranty (including as to the accuracy or completeness of any information provided by the Company to Parent or Merger Sub)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, and that none of Parent, Merger Sub, any of their respective Affiliates or any Representatives of any of the foregoing has relied on any representation or warranty, warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, future 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 Parent, Merger Sub or their respective Representatives or Affiliates. Notwithstanding the foregoing, nothing in this ‎Section 5.13 shall limit Parent or Merger Sub’s remedies in the case of Fraud.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intl Fcstone Inc.)

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Acknowledgement of No Other Representations and Warranties. Except for the representations and warranties expressly set forth in Article 45, each of Parent and Merger Sub acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company, its Representatives or any other Person Company to Parent or Merger Sub, or any of their respective Representatives or Affiliates, and each of Parent and Merger Sub hereby disclaims reliance on, and acknowledge and agree that none of Parent, Merger Sub, any of their respective Affiliates or any Representatives of any of the foregoing has relied on any such other representation or warranty (including as to the accuracy or completeness of any information provided by the Company to Parent or Merger Sub)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, and that none of Parent, Merger Sub, any of their respective Affiliates or any Representatives of any of the foregoing has relied on any representation or warranty, 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 Parent, Merger Sub or their respective Representatives or Affiliates.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PharMerica CORP)

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