Common use of Exclusivity of Representations; Reliance Clause in Contracts

Exclusivity of Representations; Reliance. (a) Except as expressly set forth in this Article 2, neither SCWorx nor any Person on behalf of SCWorx 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 SCWorx 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) SCWorx acknowledges and agrees that, except for the representations and warranties of AMMA set forth in Article 3, neither SCWorx nor its Representatives is relying on any other representation or warranty of AMMA or any other Person made outside of Article 3 of this Agreement, 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 Contemplated Transactions.

Appears in 3 contracts

Samples: Share Exchange Agreement (Alliance MMA, Inc.), Share Exchange Agreement (Alliance MMA, Inc.), Share Exchange Agreement

AutoNDA by SimpleDocs

Exclusivity of Representations; Reliance. (a) Except as expressly set forth in this Article 23, neither SCWorx AMMA, the AMMA Subsidiaries, nor any Person on behalf of SCWorx AMMA or the AMMA Subsidiaries 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 SCWorx AMMA 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) SCWorx AMMA acknowledges and agrees that, except for the representations and warranties of AMMA SCWorx set forth in Article 32, neither SCWorx nor none of AMMA or any of its Representatives is relying on any other representation or warranty of AMMA SCWorx or any other Person made outside of Article 3 2 of this Agreement, 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 Contemplated Transactions.

Appears in 3 contracts

Samples: Share Exchange Agreement (Alliance MMA, Inc.), Share Exchange Agreement (Alliance MMA, Inc.), Share Exchange Agreement

Exclusivity of Representations; Reliance. (a) Except as expressly set forth in this Article 23, neither SCWorx Parent, Merger Sub, nor any Person on behalf of SCWorx Parent or Merger Sub 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 SCWorx Parent 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) SCWorx acknowledges and agrees that, except Except for the representations and warranties of AMMA Company set forth in Article 32, neither SCWorx nor its none of Parent, Merger Sub or any of their respective Representatives is relying on any other representation or warranty of AMMA Company or any other Person made outside of Article 3 2 of this Agreement, 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 Contemplated Transactions.

Appears in 2 contracts

Samples: Merger Agreement (Flex Pharma, Inc.), Merger Agreement

Exclusivity of Representations; Reliance. (a) Except as expressly set forth in this Article 2, neither SCWorx Evtec nor any Person on behalf of SCWorx Evtec 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 SCWorx Evtec or its business in connection with the transactions contemplated herebyContemplated Transactions, 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) SCWorx Evtec acknowledges and agrees that, except for the representations and warranties of AMMA BLBX set forth in Article 3, neither SCWorx Evtec nor its Representatives is relying on any other representation or warranty of AMMA BLBX, or any other Person made outside of Article 3 of this Agreement3, 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 Contemplated Transactions.

Appears in 1 contract

Samples: Share Exchange Agreement (Blackboxstocks Inc.)

Exclusivity of Representations; Reliance. (a) Except as expressly set forth in this Article 2, neither SCWorx Miragen nor any Person on behalf of SCWorx Miragen 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 SCWorx Miragen 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) SCWorx Miragen acknowledges and agrees that, except for the representations and warranties of AMMA Signal and Merger Sub set forth in Article 3, neither SCWorx Miragen nor its Representatives is relying on any other representation or warranty of AMMA Signal, Merger Sub, or any other Person made outside of Article 3 of this Agreement, 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 Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Signal Genetics, Inc.)

Exclusivity of Representations; Reliance. (a) Except as expressly set forth in this Article 2, neither SCWorx Molecular nor any Person on behalf of SCWorx Molecular 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 SCWorx Molecular 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) SCWorx Molecular acknowledges and agrees that, except for the representations and warranties of AMMA Threshold and Merger Sub set forth in Article 3, neither SCWorx Molecular nor its Representatives is relying on any other representation or warranty of AMMA Threshold, Merger Sub, or any other Person made outside of Article 3 of this Agreement, 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 Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Threshold Pharmaceuticals Inc)

Exclusivity of Representations; Reliance. (a) Except as expressly set forth in this Article 23, neither SCWorx BLBX nor any Person on behalf of SCWorx BLBX 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 SCWorx BLBX or its business in connection with the transactions contemplated herebyContemplated Transactions, 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) SCWorx BLBX acknowledges and agrees that, except for the representations and warranties of AMMA Evtec set forth in Article 32, neither SCWorx BLBX nor its Representatives is relying on any other representation or warranty of AMMA Evtec, Sellers, or any other Person made outside of Article 3 of this Agreement2, 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 Contemplated TransactionsAcquisition.

Appears in 1 contract

Samples: Share Exchange Agreement (Blackboxstocks Inc.)

Exclusivity of Representations; Reliance. (a) Except as expressly set forth in this Article 2, neither SCWorx F-Star nor any Person on behalf of SCWorx F-Star 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 SCWorx F-Star or its business in connection with the transactions contemplated herebyContemplated Transactions, 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) SCWorx F-Star acknowledges and agrees that, except for the representations and warranties of AMMA Company set forth in Article 3, neither SCWorx F-Star nor its Representatives is relying on any other representation or warranty of AMMA Company, or any other Person made outside of Article 3 of this Agreement3, 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 Contemplated Transactions.

Appears in 1 contract

Samples: Share Exchange Agreement (Spring Bank Pharmaceuticals, Inc.)

AutoNDA by SimpleDocs

Exclusivity of Representations; Reliance. (a) Except as expressly set forth in this Article 2, neither SCWorx Arcturus nor any Person on behalf of SCWorx Arcturus 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 SCWorx Arcturus 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) SCWorx Arcturus acknowledges and agrees that, except for the representations and warranties of AMMA Alcobra and Merger Sub set forth in Article 3, neither SCWorx Arcturus nor its Representatives is relying on any other representation or warranty of AMMA Alcobra, Merger Sub, or any other Person made outside of Article 3 of this Agreement, 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 Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Alcobra Ltd.)

Exclusivity of Representations; Reliance. (a) Except as expressly set forth in this Article 2, neither SCWorx Innovate nor any Person on behalf of SCWorx Innovate 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 SCWorx Innovate 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) SCWorx Innovate acknowledges and agrees that, except for the representations and warranties of AMMA Monster and Merger Sub set forth in Article 3, neither SCWorx Innovate nor its Representatives is relying on any other representation or warranty of AMMA Monster, Merger Sub, or any other Person made outside of Article 3 of this Agreement, 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 Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Monster Digital, Inc.)

Exclusivity of Representations; Reliance. (a) Except as expressly set forth in this Article 2, neither SCWorx Quoin nor any Person on behalf of SCWorx Quoin 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 SCWorx Quoin 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) SCWorx Quoin acknowledges and agrees that, except for the representations and warranties of AMMA Cellect and Merger Sub set forth in Article 3, neither SCWorx Quoin nor its Representatives is relying on any other representation or warranty of AMMA Cellect, Merger Sub, or any other Person made outside of Article 3 of this Agreement, 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 Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Cellect Biotechnology Ltd.)

Exclusivity of Representations; Reliance. (a) Except as expressly set forth in this Article 23, neither SCWorx BLBX nor any Person on behalf of SCWorx BLBX 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 SCWorx BLBX or its business in connection with the transactions contemplated herebyExchange, 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) SCWorx BLBX acknowledges and agrees that, except for the representations and warranties of AMMA Evtec set forth in Article 32, neither SCWorx BLBX nor its Representatives is relying on any other representation or warranty of AMMA Evtec or any other Person made outside of Article 3 of this Agreement2, 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 Contemplated TransactionsExchange.

Appears in 1 contract

Samples: Securities Exchange Agreement (Blackboxstocks Inc.)

Exclusivity of Representations; Reliance. (a) Except as expressly set forth in this Article 2, neither SCWorx Acer nor any Person on behalf of SCWorx Acer 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 SCWorx Acer 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) SCWorx Acer acknowledges and agrees that, except for the representations and warranties of AMMA Opexa and Merger Sub set forth in Article 3, neither SCWorx Acer nor its Representatives is relying on any other representation or warranty of AMMA Opexa, Merger Sub, or any other Person made outside of Article 3 of this Agreement, 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 Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Opexa Therapeutics, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!