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 Amneal in this Article IV are the exclusive representations and warranties made by Amneal and its Subsidiaries. Amneal hereby acknowledges that neither 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 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 Impax or any of its Subsidiaries or Representatives, including in certain “data rooms,” management presentations or other information provided or made available to 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 Amneal, its Subsidiaries and their business and operations by and on behalf of 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 Amneal, its Subsidiaries and their business and operations. 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 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 Amneal in this Agreement.

Appears in 2 contracts

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

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Exclusivity of Representations; No Limitation of Other Representations. The representations and warranties made by Amneal Impax in this Article IV III are the exclusive representations and warranties made by Amneal Impax and its Subsidiaries. Amneal Impax hereby acknowledges that neither Amneal 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 Amneal 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 Impax Amneal or any of its Subsidiaries or Representatives, including in certain “data rooms,” management presentations or other information provided or made available to Impax Amneal 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 AmnealImpax, its Subsidiaries and their business and operations by and on behalf of Impax Amneal 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 AmnealImpax, its Subsidiaries and their business and operations. Impax 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 Impax 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 Amneal Impax in this Agreement.

Appears in 2 contracts

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

Exclusivity of Representations; No Limitation of Other Representations. The representations and warranties made by Amneal Greystone in this Article IV III are the exclusive representations and warranties made by Amneal Greystone and its Subsidiaries. Amneal Greystone hereby acknowledges that neither Amneal 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 Amneal 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 Impax Sonoma or any of its Subsidiaries 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 Impax Sonoma or its Subsidiaries or 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 AmnealGreystone, its Subsidiaries and their business and operations by and on behalf of Impax Sonoma 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 AmnealGreystone, its Subsidiaries and their business and operations. Impax 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 Impax 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 Amneal Greystone 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 Amneal Sonoma in this Article IV II are the exclusive representations and warranties made by Amneal Sonoma and its Subsidiaries. Amneal Sonoma hereby acknowledges that neither Amneal 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 Amneal 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 Impax Greystone or any of its Subsidiaries 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 Impax Greystone or its Subsidiaries or 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 AmnealSonoma, its Subsidiaries and their business and operations by and on behalf of Impax Greystone 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 AmnealSonoma, its Subsidiaries and their business and operations. Impax 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 Impax 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 Amneal Sonoma in this Agreement.

Appears in 1 contract

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

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