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

Acknowledgement of No Other Representations or Warranties. Such Seller acknowledges and agrees that, on behalf of itself, (i) except for the representations and warranties of Buyer contained in Article V or any certificate or schedule delivered in connection with the Closing pursuant hereto, none of Buyer or any of its Affiliates or Representatives makes or has made, nor is such Seller relying on, any representation or warranty, either express or implied, concerning Buyer or any of its businesses, operations, assets, Liabilities, results of operations, condition (financial or otherwise) or prospects or the transactions contemplated by this Agreement, and (ii) Buyer shall have no Liability or responsibility for any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by Buyer or any of its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to such Seller by any Representative of Buyer) other than the representations and warranties expressly set forth in Article V or any certificate or schedule delivered by Buyer in connection with the Closing pursuant hereto. Notwithstanding the foregoing or anything herein to the contrary, such Seller retains all of its rights and remedies with respect to claims based on fraud.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Orgenesis Inc.), Stock Purchase Agreement (Catalent, Inc.)

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Acknowledgement of No Other Representations or Warranties. Such Seller acknowledges and agrees that, on behalf of itself, (i) except for the representations and warranties of Buyer contained in Article V or any certificate or schedule delivered in connection with the Closing pursuant heretoV, none of Buyer or neither Purchaser nor any of its Affiliates or Representatives makes or has made, nor is such Seller relying on, and expressly disclaims any reliance on, any representation or warranty, either express or implied, concerning Buyer Purchaser or any of its businesses, operations, assets, Liabilitiesliabilities, results of operations, condition (financial or otherwise) ), or prospects or the transactions contemplated by this Agreement, and (ii) Buyer shall have no Liability or Purchaser, its Affiliates and each of their respective Representatives hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by Buyer Purchaser or any of its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to such Seller by any Representative of BuyerPurchaser or its Affiliates) other than except for the representations and warranties expressly set forth in Article V or any certificate or schedule delivered by Buyer in connection with the Closing pursuant hereto. Notwithstanding V. Subject to all of the foregoing or anything herein to provisions of this Section 3.5, Seller, the contraryCompanies, such Seller and Purchaser retains all of its rights and remedies with respect to claims based on fraudFraud.

Appears in 1 contract

Samples: Equity Purchase Agreement (Whole Earth Brands, Inc.)

Acknowledgement of No Other Representations or Warranties. Such Seller Each of the Sellers acknowledges and agrees that, on behalf of itself, (i) except for the representations and warranties of Buyer contained in Article V VI or in any certificate or schedule other document delivered by the Purchaser in connection with herewith, neither the Closing pursuant hereto, none of Buyer or Purchaser nor any of its Affiliates or Representatives makes or has made, nor is such Seller relying on, and expressly disclaims any reliance on, any representation or warranty, either express or implied, concerning Buyer the Purchaser or any of its businesses, operations, assets, Liabilitiesliabilities, results of operations, condition (financial or otherwise) ), or prospects or the transactions contemplated by this Agreement, and (ii) Buyer shall have no Liability or the Purchaser, its Affiliates and each of their respective Representatives hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by Buyer the Purchaser or any of its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to such Seller any of the Sellers by any Representative of Buyerthe Purchaser or its Affiliates) other than except for the representations and warranties expressly set forth in Article V VI or in any certificate or schedule other document delivered by Buyer the Purchaser in connection with herewith. The parties acknowledge and agree that nothing in this Section 4.07 shall in any way limit each Seller’s remedies in respect of Fraud for breaches of the representations or warranties made by the Purchaser contained in this Agreement or in any other document delivered by such Person at Closing pursuant hereto. Notwithstanding the foregoing or anything herein to the contrary, such Seller retains all of its rights and remedies with respect to claims based on fraudthis Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Whole Earth Brands, Inc.)

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Acknowledgement of No Other Representations or Warranties. Such Seller The Company acknowledges and agrees that, on behalf of itself, that (i) except for the representations and warranties of Buyer contained in Article V or any certificate or schedule delivered in connection with the Closing pursuant hereto, none of Buyer or any of its Affiliates or Representatives makes or has made, nor is such Seller the Company relying on, any representation or warranty, either express or implied, concerning Buyer or any of its businesses, operations, assets, Liabilities, results of operations, condition (financial or otherwise) or prospects or the transactions contemplated by this Agreement, and (ii) Buyer shall have no Liability or responsibility for any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by Buyer or any of its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to such Seller the Company by any Representative of Buyer) other than the representations and warranties expressly set forth in Article V or any certificate or schedule delivered by Buyer in connection with the Closing pursuant hereto. Notwithstanding the foregoing or anything herein to the contrary, such Seller the Company retains all of its rights and remedies with respect to claims based on fraud.

Appears in 1 contract

Samples: Stock Purchase Agreement (Catalent, Inc.)

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