Common use of Disclaimer of Other Representations and Warranties; Knowledge; Disclosure Clause in Contracts

Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) Neither the Company nor any Subsidiary makes, or has made, any representations or warranties relating to the Company, any Subsidiary, or the business of the Company or any Subsidiary or otherwise in connection with the transactions contemplated hereby other than those expressly set forth herein which are made by the Company. Without limiting the generality of the foregoing, neither the Company nor any Subsidiary has made, nor shall be deemed to have made, any representations or warranties in the Information Memorandum relating to the businesses of the Companies and their Subsidiaries prepared by Chase Securities Inc. on behalf of the Company and supplied to the Buyer prior to the date hereof (the "Information Memorandum") or in any presentation of the businesses of the Company and the Subsidiaries in connection with the transactions contemplated hereby, and no statement contained in the Information Memorandum or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including but not limited to the Information Memorandum, are not and shall not be deemed to be or to include representations or warranties of the Company or any Subsidiary. No Person has been authorized by the Company or any Subsidiary to make any representation or warranty relating to the Company or any Subsidiary, the business of any Company or any Subsidiary or otherwise in connection with the transactions contemplated hereby and, if made, such representation or warranty must not be relied upon as having been authorized by the Company or any Subsidiary.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Harris Chemical North America Inc), Agreement and Plan of Merger (Imc Global Inc)

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Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) Neither the Company nor any Subsidiary None of Vendors makes, or has made, any representations or warranties relating to the Stockholder Entities, the Company, any Subsidiary, or the business of the Stockholder Entities, the Company or any Subsidiary or otherwise in connection with the transactions contemplated hereby other than those expressly set forth herein which are made by the CompanyVendors. Without limiting the generality of the foregoing, neither none of the Company nor any Subsidiary Vendors has made, nor or shall be deemed to have made, any representations or warranties in the Information Memorandum relating to the businesses of the Companies Stockholder Entities, the Company and their its Subsidiaries prepared by Chase Securities Inc. on behalf of the Company and supplied to the Buyer prior to the date hereof (the "Information Memorandum") or in any presentation of the businesses of the Stockholder Entities, the Company and the Subsidiaries in connection with the transactions contemplated hereby, and no statement contained in the Information Memorandum or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including but not limited to the Information Memorandum, are not and shall not be deemed to be or to include representations or warranties of the Company or any SubsidiaryVendors. No Person has been authorized authorised by the Company or any Subsidiary Vendors to make any representation or warranty relating to the Company or any Subsidiary, the business of any Stockholder Entity, Company or any Subsidiary or otherwise in connection with the transactions contemplated hereby and, if made, such representation or warranty must not be relied upon as having been authorized authorised by the Company or any SubsidiaryVendors.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Imc Global Inc)

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Disclaimer of Other Representations and Warranties; Knowledge; Disclosure. (a) Neither the Company nor any Subsidiary makes, or has made, any representations or warranties relating to the Company, any Subsidiary, or the business of the Company or any Subsidiary or otherwise in connection with the transactions contemplated hereby other than those expressly set forth herein which are made by the Company. Without limiting the generality of the foregoing, neither the Company nor any Subsidiary has made, nor or shall be deemed to have made, any representations or warranties in the Information Memorandum relating to the businesses of the Companies and their Subsidiaries prepared by Chase Securities Inc. on behalf of the Company and supplied to the Buyer prior to the date hereof (the "Information Memorandum") or in any presentation of the businesses of the Company and the Subsidiaries in connection with the transactions contemplated hereby, and no statement contained in the Information Memorandum or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including but not limited to the Information Memorandum, are not and shall not be deemed to be or to include representations or warranties of the Company or any Subsidiary. No Person has been authorized authorised by the Company or any Subsidiary to make any representation or warranty relating to the Company or any Subsidiary, the business of any Company or any Subsidiary or otherwise in connection with the transactions contemplated hereby and, if made, such representation or warranty must not be relied upon as having been authorized authorised by the Company or any Subsidiary.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Imc Global Inc)

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