Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III (as modified by the Company Disclosure Schedules), the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, any Company Subsidiary and any matter relating thereto, including the affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information Made Available, the affiliates or any of their respective Representatives by, or on behalf of, the Company or any Company Subsidiary, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither Company, any Company Subsidiary nor any other person on behalf of the Company or any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets Made Available, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information Made Available, its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.
Appears in 2 contracts
Samples: Merger Agreement (Apexigen, Inc.), Merger Agreement (Pyxis Oncology, Inc.)
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III V (as modified by the Company Disclosure SchedulesBLAC SEC Reports and any schedule to this Article V), the Company BLAC hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the CompanyBLAC, any Company Subsidiary its affiliates, and any matter relating theretoto any of them, including the their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information Made Availablemade available to the Company, the its affiliates or any of their respective Representatives by, or on behalf of, the Company or any Company SubsidiaryBLAC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither Company, any Company Subsidiary BLAC nor any other person on behalf of the Company or any Company Subsidiary BLAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets Made Availablemade available to the Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any Company Subsidiary BLAC (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information Made Availablemade available to the Company, its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.
Appears in 2 contracts
Samples: Business Combination Agreement (Bellevue Life Sciences Acquisition Corp.), Business Combination Agreement (Bellevue Life Sciences Acquisition Corp.)
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III (as modified by the Company Disclosure SchedulesSchedule), the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the any Group Company, any Company Subsidiary PubCo, their respective affiliates, and any matter relating theretoto any of them, including the their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information Made Availablemade available to Kcompany, the its affiliates or any of their respective Representatives by, or on behalf of, the any Group Company or any Company SubsidiaryPubCo, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither Company, any no Group Company Subsidiary nor any other PubCo or an person on behalf of the Company or any Company Subsidiary foregoing has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets Made Availablemade available to Kcompany, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the any Group Company or any Company Subsidiary PubCo (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information Made Availablemade available to Kcompany, its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.
Appears in 2 contracts
Samples: Business Combination Agreement (Arrival), Business Combination Agreement (Kensington Capital Acquisition Corp. V)
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III IV (as modified by the Company Disclosure SchedulesSchedule), the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, any Company Subsidiary its subsidiaries, their respective affiliates, and any matter relating theretoto any of them, including the their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information Made Availablemade available to Kensington, the its affiliates or any of their respective Representatives by, or on behalf of, the Company or any Company SubsidiaryCompany, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither Company, any the Company Subsidiary nor any other person on behalf of the Company or any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets Made Availablemade available to Kensington, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any Company Subsidiary its subsidiaries (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information Made Availablemade available to Kensington, its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.
Appears in 2 contracts
Samples: Business Combination Agreement (Wallbox N.V.), Business Combination Agreement (Kensington Capital Acquisition Corp. II)
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III (as modified by the Company Disclosure Schedules)IV, the Company Purchaser has not made and does not make any representation or warranty, whether express or implied and, except as provided in Article IV, Purchaser hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever whatsoever, and any other statement, information, opinion, projection or advice made, communicated or furnished (whether at Law orally or in equitywriting) to any of the Target Companies or their respective Representatives, with respect to the Company, any Company Subsidiary and any matter relating thereto, including the affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information Made Available, the affiliates Purchaser or any of its Affiliates, their respective Representatives byequityholders, partners, members or on behalf of, the Company or any Company Subsidiary, and any such representations or warranties are expressly disclaimedRepresentatives. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither Company, any Company Subsidiary nor any other person on behalf of the Company or any Company Subsidiary Purchaser has not made or makes, and does not make any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets Made Availablemade available to the Company, its affiliates Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any Company Subsidiary Purchaser (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of Pubco, whether or not included in any management presentation or in any other information Made Availablemade available to the Company, its affiliates Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.
Appears in 1 contract
Samples: Business Combination Agreement (Golden Star Acquisition Corp)
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III IV (as modified by the Company Disclosure SchedulesSchedule), the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the CompanyCompany Group, any Company Subsidiary its affiliates, and any matter relating theretoto any of them, including the their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information Made Availablemade available to Novus, the its affiliates or any of their respective Representatives by, or on behalf of, the Company or any Company SubsidiaryGroup Member, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, neither Company, any Company Subsidiary nor any other person on behalf of the Company or any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets Made Availablemade available to Novus, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any Company Subsidiary Group (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information Made Availablemade available to Novus, its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.
Appears in 1 contract
Samples: Business Combination Agreement (Novus Capital Corp II)
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III IV (as modified by the Company Disclosure Schedules)Schedule) or in the Company Officer’s Certificate, the Company hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, any Company Subsidiary its Affiliates, and any matter relating theretoto any of them, including the their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information Made Availablemade available to Parent, the affiliates its Affiliates or any of their respective Representatives by, or on behalf of, the Company or any Company SubsidiaryCompany, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementAgreement (as modified by the Company Disclosure Schedule) or in the Company Officer’s Certificate, neither Company, any the Company Subsidiary nor any other person Person on behalf of the Company or any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets Made Availablemade available to Parent, its affiliates Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information Made Availablemade available to Parent, its affiliates Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.
Appears in 1 contract
Samples: Merger Agreement (Breeze Holdings Acquisition Corp.)
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III VII (as modified by the Company Disclosure Schedules), the Ancillary Documents and any certificates delivered pursuant to this Agreement, the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, any Company Subsidiary its affiliates, and any matter relating theretoto any of them, including the their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information Made Availablemade available to Purchaser, the its affiliates or any of their respective Representatives by, or on behalf of, the Company or any Company SubsidiaryCompany, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither Company, any Company Subsidiary nor any other person Person on behalf of the Company or any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets Made Availablemade available to the Purchaser, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information Made Availablemade available to the Purchaser, its affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.
Appears in 1 contract
Samples: Business Combination Agreement (Alussa Energy Acquisition Corp.)
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III IV (as modified by the Company Disclosure SchedulesSchedule) or in the corresponding representations and warranties contained in the certificate delivered by the Company pursuant to Section 8.02(d), each of the Company and Holdings hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, any Company Subsidiary Holdings, their respective affiliates, and any matter relating theretoto any of them, including the their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information Made Availablemade available to SPAC, the its affiliates or any of their respective Representatives by, or on behalf of, the Company or any Company SubsidiaryHoldings, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company or Holdings pursuant to Section 8.02(d) of this Agreement, neither none of the Company, any Company Subsidiary Holdings nor any other person on behalf of the Company or any Company Subsidiary Holdings has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets Made Availablemade available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information Made Availablemade available to SPAC, its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.
Appears in 1 contract
Samples: Business Combination Agreement (G Squared Ascend I Inc.)
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III IV (as modified by the Company Disclosure SchedulesSchedule) or in the corresponding representations and warranties contained in the certificate delivered by the Company pursuant to Section 8.02(c), each of the Company and Holdings hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, any Company Subsidiary Holdings, their respective affiliates, and any matter relating theretoto any of them, including the their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information Made Availablemade available to SPAC, the its affiliates or any of their respective Representatives by, or on behalf of, the Company or any Company SubsidiaryHoldings, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company or Holdings pursuant to this Agreement, neither none of the Company, any Company Subsidiary Holdings nor any other person on behalf of the Company or any Company Subsidiary Holdings has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets Made Availablemade available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information Made Availablemade available to SPAC, its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.
Appears in 1 contract
Samples: Business Combination Agreement (Switchback II Corp)
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III (as modified by the Company Disclosure Schedules)7, the Company Aggregator, on behalf of itself and its Affiliates, hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, any Company Subsidiary Aggregator or its Affiliates and any matter relating theretoto it, including the its affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information Made Available, the affiliates made available to Parent or Purchaser or any of their respective Affiliates or any of their Representatives by, or on behalf of, of the Company or any Company Subsidiary, Aggregator and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement or in any certificate delivered by the Company Aggregator pursuant to this Agreement, neither Company, any Company Subsidiary nor any other person on behalf none of the Company Aggregator or any Company Subsidiary its Affiliates or Representatives has not made or makes, any representation or warranty, whether express or implied, including with respect to any projections, forecasts, estimates or budgets Made Available, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any Company Subsidiary Aggregator (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information Made Available, its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.
Appears in 1 contract
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III V (as modified by the Company Disclosure SchedulesSchedule), the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, any Company Subsidiary its Affiliates, and any matter relating theretoto any of them, including the their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information Made Availablemade available to the Buyer, the affiliates its Affiliates or any of their respective Representatives by, or on behalf of, the Company or any Company SubsidiaryCompany, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementAgreement (as modified by the Company Disclosure Schedule) or in the Company Officer’s Certificate, neither Company, any Company Subsidiary nor any other person on behalf of the Company or any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets Made Availablemade available to the Buyer, its affiliates Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information Made Availablemade available to the Buyer, its affiliates Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.
Appears in 1 contract
Samples: Business Combination Agreement (Aldel Financial Inc.)
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III IV (as modified by the Company Disclosure Schedules)Schedule) or in the Company Officer’s Certificate, the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, any Company Subsidiary its affiliates, and any matter relating theretoto any of them, including the their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information Made Availablemade available to GX, the its affiliates or any of their respective Representatives by, or on behalf of, the Company or any Company SubsidiaryCompany, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementAgreement (as modified by the Company Disclosure Schedule) or in the Company Officer’s Certificate, neither Company, any Company Subsidiary nor any other person on behalf of the Company or any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets Made Availablemade available to GX, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information Made Availablemade available to GX, its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.
Appears in 1 contract
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III IV (as modified by the Company Armada Disclosure SchedulesSchedule or the Cayman NewCo Disclosure Schedule), the Company Listed Parties hereby expressly disclaims disclaim and negatesnegate, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Companyeither Listed Party, any Company Subsidiary their respective affiliates, and any matter relating theretoto any of them, including the their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information Made Availablemade available to the Company, the its affiliates or any of their respective Representatives by, or on behalf of, the Company or any Company SubsidiaryListed Party, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither Company, any Company Subsidiary Listed Party nor any other person on behalf of the Company or any Company Subsidiary Listed Party has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets Made Availablemade available to the Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any Company Subsidiary Listed Party (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information Made Availablemade available to the Company, its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.
Appears in 1 contract
Samples: Business Combination Agreement (Armada Acquisition Corp. I)
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III IV (as modified by the Company Disclosure SchedulesSchedule), the Company hereby by this Agreement expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, any Company Subsidiary its affiliates, and any matter relating theretoto any of them, including the their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information Made Availablemade available to Rxxx, the its affiliates or any of their respective Representatives in any form by, or on behalf of, the Company or any Company SubsidiaryCompany, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, neither Company, any the Company Subsidiary nor any other person on behalf of the Company or any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets Made Availablemade available to Rxxx, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information Made Availablemade available to Rxxx, its affiliates or any of their respective Representatives or any other personperson in any form, and that any such representations or warranties are expressly disclaimed.
Appears in 1 contract
Samples: Business Combination Agreement (Roth CH Acquisition v Co.)
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III IV (as modified by the Company Disclosure SchedulesSchedule), the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, any Company Subsidiary its affiliates, and any matter relating theretoto any of them, including the their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information Made Availablemade available to HCAC, the its affiliates or any of their respective Representatives by, or on behalf of, the Company or any Company SubsidiaryCompany, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementAgreement (as modified by the Company Disclosure Schedule) or in the Company Officer’s Certificate, neither Company, any Company Subsidiary nor any other person on behalf of the Company or any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets Made Availablemade available to HCAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information Made Availablemade available to HCAC, its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.
Appears in 1 contract
Samples: Merger Agreement (Hennessy Capital Acquisition Corp IV)
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III IV (as modified by the Company Disclosure Schedules)Schedule) or in the Company Officer’s Certificate, the Company hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, any Company Subsidiary its Affiliates, and any matter relating theretoto any of them, including the their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information Made Availablemade available to the Parent Parties, the affiliates their respective Affiliates or any of their respective Representatives by, or on behalf of, the Company or any Company SubsidiaryCompany, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementAgreement (as modified by the Company Disclosure Schedule) or in the Company Officer’s Certificate, neither Company, any the Company Subsidiary nor any other person Person on behalf of the Company or any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets Made Availablemade available to the Parent Parties, its affiliates their respective Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information Made Availablemade available to the Parent Parties, its affiliates their respective Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.
Appears in 1 contract
Samples: Merger Agreement (Breeze Holdings Acquisition Corp.)