Common use of Independent Investigation; No Reliance Clause in Contracts

Independent Investigation; No Reliance. Parent and Merger Sub have conducted their own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Company, which investigation, review and analysis was conducted by Parent, Merger Sub and their respective Affiliates and, to the extent deemed appropriate by them, by representatives of Parent or Merger Sub. In entering into this Agreement, each of Parent and Merger Sub acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and the representations and warranties of the Company expressly set forth in Article II of this Agreement and in any Ancillary Agreement. Parent and Merger Sub each further acknowledges and agrees with the representations and warranties of the Company set forth in Section 2.27.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Newtown Lane Marketing Inc)

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Independent Investigation; No Reliance. Parent and Merger Sub have The Company has conducted their its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the CompanyParent and Merger Sub, which investigation, review and analysis was conducted by Parent, Merger Sub the Company and their respective its Affiliates and, to the extent deemed appropriate by them, by representatives Representatives of Parent or Merger Subthe Company. In entering into this Agreement, each the Company acknowledges (on behalf of Parent itself and Merger Sub acknowledges the Equity Holders) that it has relied solely upon the aforementioned investigation, review and analysis and the representations and warranties of the Company Parent and Merger Sub expressly set forth in Article II IV of this Agreement and Parent and Merger Sub expressly set forth in any Ancillary Agreement. Parent and Merger Sub each The Company further acknowledges and agrees with the representations and warranties of the Company Parent and Merger Sub set forth in Section 2.274.19.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Oaktree Acquisition Corp.)

Independent Investigation; No Reliance. Parent and Merger Sub have conducted their own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Company, which investigation, review and analysis was conducted by Parent, Merger Sub and their respective Affiliates and, to the extent deemed appropriate by them, by representatives of Parent or Merger Sub. In entering into this Agreement, each of Parent and Merger Sub acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and the representations and warranties of the Company expressly set forth in Article II of this Agreement and in any Ancillary Agreement. Parent and Merger Sub each further acknowledges and agrees with the representations and warranties of the Company set forth in Section 2.272.26.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Northern Star Acquisition Corp.)

Independent Investigation; No Reliance. Parent and Merger Sub have conducted their own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the CompanyGroup Companies, which investigation, review and analysis was conducted by Parent, Merger Sub and their respective Affiliates and, to the extent deemed appropriate by them, by representatives Representatives of Parent or Merger Sub. In entering into this Agreement, each of Parent and Merger Sub acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and the representations and warranties of the Company Group Companies expressly set forth in Article II III of this Agreement and the Company and the Equity Holders expressly set forth in any Ancillary Agreement. Parent and Merger Sub each further acknowledges and agrees with the representations and warranties of the Company set forth in Section 2.273.29.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Oaktree Acquisition Corp.)

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Independent Investigation; No Reliance. Parent and Merger Sub have The Company has conducted their its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the CompanyParent and Merger Sub, which investigation, review and analysis was conducted by Parent, Merger Sub the Company and their respective its Affiliates and, to the extent deemed appropriate by them, by representatives of Parent or Merger Subthe Company. In entering into this Agreement, each of Parent and Merger Sub the Company acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and the representations and warranties of the Company Parent and Merger Sub expressly set forth in Article II III of this Agreement and Parent and Merger Sub expressly set forth in any Ancillary Agreement. Parent and Merger Sub each The Company further acknowledges and agrees with the representations and warranties of the Company Parent and Merger Sub set forth in Section 2.273.27.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Northern Star Acquisition Corp.)

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