Common use of Disclaimer of Reliance Clause in Contracts

Disclaimer of Reliance. Notwithstanding anything contained in this Agreement to the contrary, Parent, Merger Sub, and Second Merger Sub each acknowledge and agree that none of the Company or any other Person has made or is making, and Parent, Merger Sub, and Second Merger Sub expressly disclaim reliance upon, any representations, warranties, or statements relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article III. Without limiting the generality of the foregoing, Parent, Merger Sub, and Second Merger Sub acknowledge that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets, or prospect information that may have been made available to Parent, Merger Sub, Second Merger Sub, or any of their respective Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Mergers or the other transactions contemplated by this Agreement).

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Cerecor Inc.), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.)

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Disclaimer of Reliance. Notwithstanding anything contained in this Agreement to the contrary, Parent, Merger Sub, Parent acknowledges and Second Merger Sub each acknowledge and agree agrees that none of the Company or any other Person has made or is making, and Parent, Merger Sub, Parent and Second Merger Sub expressly disclaim reliance upon, any representations, warranties, or statements relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article III, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, Merger Sub, or any of their respective Representatives. Without limiting the generality of the foregoing, Parentexcept to the extent set forth in the representations and warranties contained in this Section 4.08, Merger Sub, Parent and Second Merger Sub acknowledge that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets, or prospect information that may have been made available to Parent, Merger Sub, Second Merger Sub, or any of their respective Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Mergers Merger or the other transactions contemplated by this Agreement).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Apex Global Brands Inc.), Agreement and Plan of Merger (Apex Global Brands Inc.)

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Disclaimer of Reliance. Notwithstanding anything contained in this Agreement to the contrary, Parent, Merger Sub, Parent acknowledges and Second Merger Sub each acknowledge and agree agrees that none of the Company or any other Person has made or is making, and Parent, Merger Sub, Parent and Second Merger Sub expressly disclaim reliance upon, any representations, warranties, or statements relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article III, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, Merger Sub, or any of their respective Representatives. Without limiting the generality of the foregoing, Parent, Merger Sub, Parent and Second Merger Sub acknowledge that that, except and only to the extent expressly set forth in Article III of this Agreement, no representations or warranties are made with respect to any projections, forecasts, estimates, budgets, or prospect information that may have been made available to Parent, Merger Sub, Second Merger Sub, or any of their respective Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Mergers Merger or the other transactions contemplated by this Agreement).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sykes Enterprises Inc)

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