Common use of Exclusivity of Representations and Warranties; Reliance Clause in Contracts

Exclusivity of Representations and Warranties; Reliance. (a) Except as expressly set forth in this Article 3, no Acquiring Company or any Person on behalf of any Acquiring Company has made, nor are any of them making, any representation or warranty, written or oral, express or implied, at law or in equity, including with respect to merchantability or fitness for any particular purpose, in respect of any Acquiring Company or its business in connection with the transactions contemplated hereby, including any representations or warranties about the accuracy or completeness of any information or documents previously provided (including with respect to any financial or other projections therein), and any other such representations and warranties are hereby expressly disclaimed. (b) The Company acknowledges and agrees that, except as set forth in this Article 3, none of the Company or any of its agents, employees or Representatives is relying on any other representation or warranty of any Acquiring Company or any other Person, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case with respect to the transactions contemplated hereby.

Appears in 5 contracts

Samples: Merger Agreement (CWR 1, LLC), Merger Agreement (Trustfeed Corp.), Merger Agreement (Brain Scientific Inc.)

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Exclusivity of Representations and Warranties; Reliance. (a) Except as expressly set forth in this Article 3, no Acquiring Company or any Person on behalf of any Acquiring Company has made, nor are any of them making, any representation or warranty, written or oral, express or implied, at law or in equity, including with respect to merchantability or fitness for any particular purpose, in respect of any Acquiring Company or its business in connection with the transactions contemplated hereby, including any representations or warranties about the accuracy or completeness of any information or documents previously provided (including with respect to any financial or other projections therein), and any other such representations and warranties are hereby expressly disclaimed. (b) The Company acknowledges and agrees that, except as set forth in this Article 3, none of the Company or any of its agents, employees or Representatives representatives is relying on any other representation or warranty of any Acquiring Company or any other Person, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case with respect to the transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Zev Ventures Inc.), Merger Agreement (Senseonics Holdings, Inc.)

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Exclusivity of Representations and Warranties; Reliance. (a) Except as expressly set forth in this Article 32, no Acquiring Company or neither the Company, the Subsidiary, nor any Person on behalf of any Acquiring the Company has made, nor are any of them making, any representation or warranty, written or oral, express or implied, at law or in equity, including with respect to merchantability or fitness for any particular purpose, in respect of any Acquiring Company the Company, the Subsidiary, or its business their respective businesses in connection with the transactions contemplated hereby, including any representations or warranties about the accuracy or completeness of any information or documents previously provided (including with respect to any financial or other projections therein), and any other such representations and warranties are hereby expressly disclaimed. (b) The Company acknowledges Parent and agrees Merger Sub acknowledge and agree that, except as set forth in Article 2 or elsewhere in this Article 3Agreement, none of the Company Parent, Merger Sub or any of its their agents, employees or Representatives is relying on any other representation or warranty of any Acquiring the Company or any other Person, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case with respect to the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement

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