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 Company nor any Person on behalf of 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 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) Except for the representations and warranties of Parent and Merger Sub set forth in Article 3, neither Company nor its Representatives is relying on any other representation or warranty of Parent, 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 2 contracts

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

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Exclusivity of Representations; Reliance. (a) Except as expressly set forth in this Article 2, neither Company Evtec nor any Person on behalf of Company 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 Company Evtec 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) Except Evtec acknowledges and agrees that, except for the representations and warranties of Parent and Merger Sub BLBX set forth in Article 3, neither Company Evtec nor its Representatives is relying on any other representation or warranty of Parent, Merger SubBLBX, 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 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 Company Marker nor any Person on behalf of Company Marker 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 Company Marker 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) Except Marker acknowledges and agrees that, except for the representations and warranties of Parent TapImmune and Merger Sub set forth in Article 3, neither Company Marker nor its Representatives is relying on any other representation or warranty of ParentTapImmune, 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 (Tapimmune Inc.)

Exclusivity of Representations; Reliance. (a) Except as expressly set forth in this Article 23, neither Company Signal, Merger Sub, nor any Person on behalf of Company Signal 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 Company Signal 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) Except Signal and Merger Sub acknowledge and agree that, except for the representations and warranties of Parent and Merger Sub Miragen set forth in Article 32, neither Company nor its none of Signal, Merger Sub or any of their respective Representatives is relying on any other representation or warranty of Parent, Merger Sub, Miragen 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 1 contract

Samples: Merger Agreement (Signal Genetics, Inc.)

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Exclusivity of Representations; Reliance. (a) Except as expressly set forth in this Article 24, neither Company Sellers nor any Person on behalf of Company Sellers 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 Company or any of its business Subsidiaries or Sellers 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) Except Each Seller acknowledges and agrees that, except for the representations and warranties of Parent and Merger Sub Company set forth in Article 3, neither Company nor its none of such Seller or any of such Seller’s Representatives is are relying on any other representation or warranty of Parent, Merger Sub, 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.)

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