Common use of Acknowledgment and Representations by Parent and Merger Sub Clause in Contracts

Acknowledgment and Representations by Parent and Merger Sub. Each of Parent and Merger Sub acknowledges and agrees that (a) it has made its own independent review and investigations into and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Company and its Subsidiaries, (b) it has been provided with access to such information, documents and other materials relating to the Company and its Subsidiaries and their respective businesses and operations and (c) it has been provided an opportunity to ask questions of the Company with respect to such information, documents and other materials and receive answers to such questions. In entering into this Agreement, each of Parent and Merger Sub acknowledges that, except for the representations and warranties set forth in Article III, the Company Disclosure Letter and any certificate delivered hereunder, (x) none of the Company or any of its Subsidiaries or any of their respective Representatives or Affiliates makes or has made any express or implied representation or warranty, including any implied warranty of merchantability or suitability, (i) as to the accuracy or completeness of any of the information provided or made available to Parent or any of its Representatives or Affiliates prior to the execution of this Agreement, including any information, documentation, forecasts, budgets, projections or estimates provided by the Company or any Representative of the Company in any “data rooms” or management presentations or the accuracy or completeness of any of the foregoing, or (ii) with respect to any projections, forecasts, 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 heretofore or hereafter delivered to or made available to Parent or any of its Representatives or Affiliates and (y) it has not been induced by or relied upon any representation, warranty, inducement, promise or other statement, express or implied, made by the Company or any of its Subsidiaries or any of their respective Representatives, Affiliates or any other Person.

Appears in 2 contracts

Samples: Merger Agreement (Wmih Corp.), Merger Agreement (Nationstar Mortgage Holdings Inc.)

AutoNDA by SimpleDocs

Acknowledgment and Representations by Parent and Merger Sub. (a) Each of Parent and Merger Sub is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Group Companies as contemplated hereunder. Parent, Merger Sub and their respective representatives have undertaken such investigation and have been provided with and has evaluated such documents and information as each of them have deemed necessary to enable them to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the Merger. In making their determination to proceed with the Merger, Parent and Merger Sub have relied solely on the results of their and their respective representatives’ own independent investigation and the representations and warranties of the Company expressly and specifically set forth in ARTICLE III (as qualified by the Schedules), in the certificates or other instruments delivered pursuant hereto, or in any Ancillary Document (including any Letter of Transmittal or affidavit of lost certificate). (b) In connection with the investigation by Parent and Merger Sub of the Group Companies, Parent, Merger Sub and their respective representatives have received and, after the date hereof but prior to the Closing, may receive from the Group Companies or any of their representatives certain projections, budgets, forward looking statements and other forecasts. Each of Parent and Merger Sub acknowledges and agrees that (a) it has made its own independent review and investigations into andthere are uncertainties inherent in attempting to make such projections, based thereonbudgets, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Company and its Subsidiaries, (b) it has been provided with access to such information, documents forward looking statements and other materials relating to the Company and its Subsidiaries forecasts, that Parent, Merger Sub and their respective businesses representative are familiar with such uncertainties, that Parent, Merger Sub and operations and (c) it has been provided an opportunity to ask questions their respective representatives are taking full responsibility for making their own evaluation of the Company with respect to such informationadequacy and accuracy of all projections, documents budgets, forward looking statements and other materials forecasts so furnished to them (including the reasonableness of the assumptions underlying such projections, budgets, forward looking statements and receive answers to such questions. In entering into this Agreementother forecasts), each of and that Parent and Merger Sub acknowledges have not relied upon, are not relying upon and will not rely upon any such projections, budgets, forward looking statements or other forecasts or any other materials, documents or information (including those provided in certain “data rooms,” confidential information memoranda or similar materials, or management presentations in connection with the Merger) made available to Parent, Merger Sub and their respective representatives and Affiliates by the Group Companies or any of their representatives, and Parent and Merger Sub shall have no claim against any Person with respect thereto. (c) Parent and Merger Sub (on behalf of themselves and their Affiliates) acknowledge that, except for the representations and warranties other than as expressly set forth in Article ARTICLE III, in the Company Disclosure certificates or other instruments delivered pursuant hereto, or in any Ancillary Document (including any Letter and any certificate delivered hereunderof Transmittal or affidavit of lost certificate), (x) none of the Company or any of its Subsidiaries Group Companies or any of their respective Representatives directors, officers, employees, Affiliates, stockholders, equityholders, agents or Affiliates representatives or any other Person makes or has made any express or implied representation or warranty, including any implied warranty of merchantability contractual or suitabilitylegal, (i) either express or implied, as to the accuracy or completeness of any of the information provided or made available to Parent Parent, Merger Sub or any of its Representatives their respective agents, representatives, lenders or Affiliates or any other Person acting on their behalf prior to the execution of this Agreement, including any information, documentation, forecasts, budgets, projections or estimates provided by the Company or any Representative of the Company in any “data rooms” or management presentations or the accuracy or completeness of any of the foregoing, or (ii) with respect to any projections, forecasts, 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 heretofore or hereafter delivered to or made available to Parent or any of its Representatives or Affiliates and (y) it has not been induced by or relied upon any representation, warranty, inducement, promise or other statement, express or implied, made by the Company or any of its Subsidiaries or any of their respective Representatives, Affiliates or any other Person.

Appears in 1 contract

Samples: Merger Agreement (SB/RH Holdings, LLC)

Acknowledgment and Representations by Parent and Merger Sub. (a) Each of Parent and Merger Sub acknowledges and agrees that it (ai) it has made conducted its own independent review and investigations into analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Company Group Companies, and its Subsidiaries, (bii) it has been provided furnished with or given full access to such information, documents and other materials relating to information about the Company and its Subsidiaries Group Companies and their respective businesses and operations and (c) as it has been provided an opportunity to ask questions of the Company with respect to such information, documents and other materials and receive answers to such questionsrequested. In entering into this Agreement, each of Parent and Merger Sub acknowledges that, except for has relied solely upon its own investigation and analysis and the representations and warranties of the Company and Sellers set forth in Article IIIthis Agreement, and each of Parent and Merger Sub acknowledges that, other than as set forth in this Agreement and in the Company Disclosure Letter and any certificate certificates or other instruments delivered hereunderpursuant hereto, (x) none of the Company or any of its Subsidiaries Group Companies or any of their respective Representatives directors, officers, employees, Affiliates, stockholders, agents or Affiliates representatives makes or has made any express or implied representation or warranty, including any implied warranty of merchantability either express or suitabilityimplied, (ix) as to the accuracy or completeness of any of the information provided or made available to Parent or any of its Representatives respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement, including any information, documentation, forecasts, budgets, projections or estimates provided by the Company or any Representative of the Company in any “data rooms” or management presentations or the accuracy or completeness of any of the foregoing, Agreement or (iiy) with respect to any projections, forecasts, 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 any Group Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent or any of its Representatives respective agents, representatives, lenders or Affiliates and (y) it has not been induced by or relied upon any representation, warranty, inducement, promise or other statement, express or implied, made by the Company or any of its Subsidiaries or any of their respective Representatives, Affiliates or any other PersonAffiliates.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Logan's Roadhouse of Kansas, Inc.)

AutoNDA by SimpleDocs

Acknowledgment and Representations by Parent and Merger Sub. Each of Parent and Merger Sub acknowledges and agrees that it (ai) it has made conducted its own independent review and investigations into analysis of, and, based thereonthereon and on the representations and warranties of the Company set forth in this Agreement, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Company Group Companies, and its Subsidiaries, (bii) it has been provided furnished with or given full access to such information, documents and other materials relating to information about the Company and its Subsidiaries Group Companies and their respective businesses and operations and (c) as it has been provided an opportunity to ask questions of the Company with respect to such information, documents and other materials and receive answers to such questionsrequested. In entering into this Agreement, each of Parent and Merger Sub acknowledges that, except for has relied solely upon its own investigation and analysis and the representations and warranties of the Company set forth in Article IIIthis Agreement, and each of Parent and Merger Sub acknowledges that, other than as expressly set forth in this Agreement and in the Company Disclosure Letter and any certificate certificates or other instruments delivered hereunderpursuant hereto, (x) none of the Company or Group Companies, any of its Subsidiaries Unitholder or any of their respective Representatives directors, officers, employees, Affiliates, direct or Affiliates indirect stockholders, equity holders, partners, agents or representatives makes or has made any express or implied representation or warranty, either express or implied, including any implied warranty of merchantability or suitability, (ix) as to the accuracy or completeness of any of the information provided or made available to Parent Parent, Merger Sub or any of its Representatives their respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement, including any information, documentation, forecasts, budgets, projections or estimates provided by the Company or any Representative of the Company in any “data rooms” or management presentations or the accuracy or completeness of any of the foregoing, Agreement or (iiy) with respect to any projections, forecasts, 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 any Group Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent or any of its Representatives or Affiliates and (y) it has not been induced by or relied upon any representationParent, warranty, inducement, promise or other statement, express or implied, made by the Company or any of its Subsidiaries Merger Sub or any of their respective Representativesagents, Affiliates representatives, lenders or Affiliates, and each of Parent and Merger Sub expressly disclaims reliance on any representations or warranties other than the representations and warranties of the Company set forth in this Agreement. Without limiting the generality of the foregoing, each of Parent and Merger Sub acknowledges and agrees that none of the Group Companies or any Unitholder or any of their respective directors, officers, employees, Affiliates, direct or indirect stockholders, equity holders, partners, agents or representatives has made and shall not be deemed to have made, any representations or warranties in the materials relating to the business, assets or liabilities of the Group Companies made available to Parent or Merger Sub, including due diligence materials, memoranda or similar materials, or in any presentation of the business of the Group Companies or any Unitholder by management of the Group Companies or others in connection with the transactions contemplated hereby, and no statement contained in any such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Parent or Merger Sub in executing delivering and performing this Agreement and transactions contemplated hereby; provided, the foregoing shall have no impact on the representations and warranties contained herein. It is understood that any cost estimates, projections or other Personpredictions, any data, any financial information or any memoranda or offering materials or presentations, including, but not limited to, any offering memorandum or similar materials made available to Parent, Merger Sub and their respective representatives and advisors are not and shall not be deemed to be or to include any representations or warranties of the Group Companies or any Unitholder, and are not and shall not be deemed to be relied upon by Parent or Merger Sub in executing delivering and performing this Agreement and the transactions contemplated hereby. For the avoidance of doubt, nothing in this Section 4.8 shall release any Unitholder or the Company from any liability for a claim based on Fraud with respect to a breach of a representation or warranty set forth in Article 3.

Appears in 1 contract

Samples: Merger Agreement (Fat Brands, Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!