Common use of Exclusivity of Representations; No Limitation of Other Representations Clause in Contracts

Exclusivity of Representations; No Limitation of Other Representations. The representations and warranties made by Impax in this Article III are the exclusive representations and warranties made by Impax and its Subsidiaries. Impax hereby acknowledges that neither Impax nor any of its Subsidiaries, nor any of their respective equityholders or Representatives, nor any other person, has made or is making any other express or implied representation or warranty with respect to Impax and its Subsidiaries or any of their respective businesses, operations, assets or liabilities, including with respect to any information provided or made available to Amneal or any of its Representatives, including in certain “data rooms,” management presentations or other information provided or made available to Amneal or its Representatives in anticipation or contemplation of any of the Transactions contemplated hereby. Furthermore, in connection with the due diligence investigation of Impax, its Subsidiaries and their business and operations by and on behalf of Amneal and its Representatives, such persons have received and may continue to receive certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding Impax, its Subsidiaries and their business and operations. Amneal hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, that Amneal is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that no representation or warranty is being made with respect thereto. Nothing in any representation or warranty in this Agreement shall in any way limit or restrict the scope, applicability or meaning of any other representation or warranty made by Impax in this Agreement.

Appears in 2 contracts

Samples: Business Combination Agreement (Atlas Holdings, Inc.), Business Combination Agreement (Impax Laboratories Inc)

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Exclusivity of Representations; No Limitation of Other Representations. The representations and warranties made by Impax Amneal in this Article III IV are the exclusive representations and warranties made by Impax Amneal and its Subsidiaries. Impax Amneal hereby acknowledges that neither Impax Amneal nor any of its Subsidiaries, nor any of their respective equityholders or Representatives, nor any other person, has made or is making any other express or implied representation or warranty with respect to Impax Amneal and its Subsidiaries or any of their respective businesses, operations, assets or liabilities, including with respect to any information provided or made available to Amneal Impax or any of its Subsidiaries or Representatives, including in certain “data rooms,” management presentations or other information provided or made available to Amneal Impax or its Subsidiaries or Representatives in anticipation or contemplation of any of the Transactions contemplated hereby. Furthermore, in connection with the due diligence investigation of ImpaxAmneal, its Subsidiaries and their business and operations by and on behalf of Amneal Impax and its Subsidiaries and Representatives, such persons have received and may continue to receive certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding ImpaxAmneal, its Subsidiaries and their business and operations. Amneal Impax hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, that Amneal Impax is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that no representation or warranty is being made with respect thereto. Nothing in any representation or warranty in this Agreement shall in any way limit or restrict the scope, applicability or meaning of any other representation or warranty made by Impax Amneal in this Agreement.

Appears in 2 contracts

Samples: Business Combination Agreement (Atlas Holdings, Inc.), Business Combination Agreement (Impax Laboratories Inc)

Exclusivity of Representations; No Limitation of Other Representations. The representations and warranties made by Impax Sonoma in this Article III II are the exclusive representations and warranties made by Impax Sonoma and its Subsidiaries. Impax Sonoma hereby acknowledges that neither Impax Sonoma nor any of its Subsidiaries, nor any of their respective equityholders or Representatives, nor any other person, has made or is making any other express or implied representation or warranty with respect to Impax Sonoma and its Subsidiaries or any of their respective businesses, operations, assets or liabilities, including with respect to any information provided or made available to Amneal Greystone or any of its Representatives. Greystone and its Representatives have relied solely on the representations and warranties made by Sonoma in this Article II and have not relied upon any other representations or warranties, statutory, common law or otherwise, of any nature, oral or written, past, present or future, including any other representations or warranties, express or implied, or as to the accuracy or completeness of any other information, made by, or made available by, Sonoma or any of its Representatives, with respect to, or in connection with, the negotiation, execution or delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure to Greystone or its Representatives of any documentation or other information with respect to any one or more of the foregoing, including in certain “data rooms,” management presentations or other information provided or made available to Amneal Greystone or its Representatives in anticipation or contemplation of any of the Transactions transactions contemplated herebyhereby (all of which are hereby expressly disclaimed). Furthermore, in connection with the due diligence investigation of ImpaxSonoma, its Subsidiaries and their business and operations by and on behalf of Amneal Greystone and its Representatives, such persons have received and may continue to receive certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding ImpaxSonoma, its Subsidiaries and their business and operations. Amneal Greystone hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, that Amneal Greystone is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that no representation or warranty is being made with respect thereto. Nothing in any representation or warranty in this Agreement shall in any way limit or restrict the scope, applicability or meaning of any other representation or warranty made by Impax Sonoma in this Agreement.

Appears in 1 contract

Samples: Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.)

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Exclusivity of Representations; No Limitation of Other Representations. The representations and warranties made by Impax Greystone in this Article III are the exclusive representations and warranties made by Impax Greystone and its Subsidiaries. Impax Greystone hereby acknowledges that neither Impax Greystone nor any of its Subsidiaries, nor any of their respective equityholders or Representatives, nor any other person, has made or is making any other express or implied representation or warranty with respect to Impax Greystone and its Subsidiaries or any of their respective businesses, operations, assets or liabilities, including with respect to any information provided or made available to Amneal Sonoma or any of its Representatives. Sonoma and its Representatives have relied solely on the representations and warranties made by Greystone in this Article III and have not relied upon any other representations or warranties, statutory, common law or otherwise, of any nature, oral or written, past, present or future, including any other representations or warranties, express or implied, or as to the accuracy or completeness of any other information, made by, or made available by, Greystone or any of its Representatives, with respect to, or in connection with, the negotiation, execution or delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure to Sonoma or its Representatives of any documentation or other information with respect to any one or more of the foregoing, including in certain “data rooms,” management presentations or other information provided or made available to Amneal Sonoma or its Representatives in anticipation or contemplation of any of the Transactions transactions contemplated herebyhereby (all of which are hereby expressly disclaimed). Furthermore, in connection with the due diligence investigation of ImpaxGreystone, its Subsidiaries and their business and operations by and on behalf of Amneal Sonoma and its Representatives, such persons have received and may continue to receive certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding ImpaxGreystone, its Subsidiaries and their business and operations. Amneal Sonoma hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, that Amneal Sonoma is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that no representation or warranty is being made with respect thereto. Nothing in any representation or warranty in this Agreement shall in any way limit or restrict the scope, applicability applicability, or meaning of any other representation or warranty made by Impax Greystone in this Agreement.

Appears in 1 contract

Samples: Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.)

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