Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of the Company and the Company Subsidiaries and acknowledges that each of Parent and Merger Sub has been provided access to personnel, properties, premises and records of the Company and the Company Subsidiaries for such purposes. In entering into this Agreement, each of Parent and Merger Sub has relied solely upon its independent investigation and analysis of the Company and the Company Subsidiaries, and each of Parent and Merger Sub acknowledges and agrees that it has not been induced by and has not relied upon, and specifically disclaims reliance upon, any representations, warranties or statements, whether express or implied, made by the Company, any Company Subsidiaries, or any of their respective affiliates, shareholders, controlling persons or Representatives that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Parent and Merger Sub each acknowledge and agree that, except for the representations and warranties expressly set forth in Article III, (a) the Company does not make, or has not made, any representations or warranties relating to itself, the Company Subsidiaries or its or their respective businesses or otherwise in connection with the Merger and Parent and Merger Sub are not relying on, and specifically disclaim reliance upon, any representation or warranty except for those expressly set forth in Article III, (b) no Person has been authorized by the Company to make any representation or warranty relating to itself, the Company Subsidiaries or its or their respective businesses or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Merger Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article III.
Appears in 1 contract
Samples: Merger Agreement (Central European Media Enterprises LTD)
Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of the Company and the Company its Subsidiaries and acknowledges that each of Parent and Merger Sub has been provided sufficient access to personnel, properties, premises and records of the Company and the Company its Subsidiaries for such purposes. In entering into this Agreement, each of Parent and Merger Sub has relied solely upon its independent investigation and analysis of the Company and the Company its Subsidiaries, and each of Parent and Merger Sub acknowledges and agrees that that, it has not been induced by and has not relied upon, and specifically disclaims reliance upon, upon any representations, warranties or statements, whether express or implied, made by the Company, any Company of its Subsidiaries, or any of their respective affiliatesAffiliates, shareholdersstockholders, controlling persons or Representatives that are not Company representatives except for the representations and warranties of the Company expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Each of Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by Applicable Law, the Company and its Subsidiaries, and their respective Affiliates, stockholders, controlling persons or Representatives shall not have any liability or responsibility whatsoever to Parent, Merger Sub, any of Parent’s Subsidiaries, or their respective Affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to Parent, Merger Sub, any of Parent’s Subsidiaries or any of their Representatives, or any Affiliates, stockholders, or controlling persons of Parent or Merger Sub, except as and only to the extent expressly set forth in this Agreement (as qualified by the Company Disclosure Schedule). Parent and Merger Sub each acknowledge and agree that, except for the representations and warranties expressly set forth in Article III4, (a) the Company does not make, or and has not made, any representations or warranties relating to itself, the Company Subsidiaries or its Subsidiaries or their respective businesses businesses, operations or affairs or otherwise in connection with the Merger or the other Transactions, and Parent and Merger Sub are not relying on, and specifically disclaim reliance upon, on any representation or warranty except for those expressly set forth in Article III4, (b) no Person has been authorized by the Company to make any representation or warranty relating to itself, the Company Subsidiaries or its Subsidiaries or their respective businesses businesses, operations or affairs or otherwise in connection with the MergerMerger or the other Transactions, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party or on behalf of the Company, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed otherwise made available to Parent, Merger Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any an express representation or warranty set forth in Article III4. Notwithstanding the foregoing, nothing in this Section 5.15 is intended to modify or limit in any respect any of the representations or warranties of the Company in Article 4.
Appears in 1 contract
Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Parent and Merger Sub Purchaser has conducted its own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of the Company and the Company Subsidiaries and acknowledges that each of Parent and Merger Sub Purchaser has been provided access to personnel, properties, premises and records of the Company and the Company Subsidiaries for such purposes. In entering into this Agreement, each of Parent and Merger Sub Purchaser has relied solely upon its independent investigation and analysis of the Company and the Company Subsidiaries, and each of Parent and Merger Sub Purchaser acknowledges and agrees that it has not been induced by and has not relied upon, and specifically disclaims reliance upon, upon any representations, warranties or statements, whether express or implied, made by the Company, any Company Subsidiaries, or any of their respective affiliates, shareholdersstockholders, controlling persons or Company Representatives that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Each of Parent and Merger Sub Purchaser acknowledges and agrees that, to the fullest extent permitted by applicable Law, the Company and the Company Subsidiaries, and their respective affiliates, stockholders, controlling persons or Company Representatives shall not have any liability or responsibility whatsoever to Parent, Purchaser, any Parent Subsidiary, or their respective affiliates, stockholders, controlling persons or Parent Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to Parent, Purchaser, any Parent Subsidiary or any of their Representatives, or any affiliates, stockholders, or controlling persons of Parent or Purchaser, except as and only to the extent expressly set forth in this Agreement (as qualified by the Company Disclosure Letter) or for fraud in connection therewith. Parent and Purchaser each acknowledge and agree that, except for the representations and warranties expressly set forth in Article III, this Agreement (a) the Company does not make, or and has not made, any representations or warranties relating to itself, the Company Subsidiaries or its or their respective businesses business or otherwise in connection with the Merger and Parent and Merger Sub Purchaser are not relying on, and specifically disclaim reliance upon, on any representation or warranty except for those expressly set forth in Article IIIthis Agreement, (b) no Person has been authorized by the Company to make any representation or warranty relating to itself, the Company Subsidiaries or its or their respective businesses business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub Purchaser as having been authorized by such party the Company and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Merger Sub Purchaser or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article III.III of this Agreement. 31344360_15
Appears in 1 contract
Samples: Merger Agreement (Presstek Inc /De/)
Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of the Company and the Company its Subsidiaries and acknowledges that each of Parent and Merger Sub has been provided access to personnel, properties, premises and records of the Company and the Company its Subsidiaries for such purposes. In entering into this Agreement, each of Parent and Merger Sub has relied solely upon its independent investigation and analysis of the Company and the Company its Subsidiaries, and each of Parent and Merger Sub acknowledges and agrees that it has not been induced by and has not relied upon, and specifically disclaims reliance upon, upon any representations, warranties or statements, whether express or implied, made by the Company, any Company of its Subsidiaries, or any of their respective affiliatesAffiliates, shareholdersstockholders, controlling persons or Representatives Company representatives that are not expressly set forth in this Agreement, Agreement or a certificate delivered expressly pursuant hereto whether or not such representations, warranties or statements were made in writing or orally. Each of Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by Applicable Law, the Company and its Subsidiaries, and their respective Affiliates, stockholders, controlling persons or Representatives shall not have any liability or responsibility whatsoever to Parent, Merger Sub, any of Parent’s Subsidiaries, or their respective Affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to Parent, Merger Sub, any of Parent’s Subsidiaries or any of their Representatives, or any Affiliates, stockholders, or controlling persons of Parent or Merger Sub, except as and only to the extent expressly set forth in this Agreement (as qualified by the Company Disclosure Schedule) or any certificate delivered expressly pursuant hereto or in the case of fraud. Parent and Merger Sub each acknowledge and agree that, except for the representations and warranties expressly set forth in Article III, this Agreement and in any certificate delivered expressly pursuant hereto (a) the Company does not make, or and has not made, any representations or warranties relating to itself, the Company Subsidiaries or its or their respective businesses business or otherwise in connection with the Merger and Parent and Merger Sub are not relying on, and specifically disclaim reliance upon, on any representation or warranty except for those expressly set forth in Article IIIthis Agreement, (b) no Person has been authorized by the Company to make any representation or warranty relating to itself, the Company Subsidiaries or its or their respective businesses business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party the Company and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Merger Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any an express representation or warranty set forth in Article III4. Notwithstanding the foregoing, nothing in this Section 5.12 is intended to modify or limit in any respect any of the representations or warranties of the Company in Article 4. Except for the representations and warranties set forth in this Article 5 and in any certificate delivered expressly pursuant hereto, neither Parent nor Merger Sub or any other Person makes any express or implied representation or warranty with respect to Parent or the Merger Sub or with respect to any other information provided to the Company in connection with the Merger. Neither Parent nor Merger Sub nor any other Person will have or be subject to any liability or indemnification obligation to the Company or any other Person resulting from the distribution to the Company, or the Company’s use of, any such information, unless, and to the extent that, any such information is expressly included in a representation or warranty contained in this Article 5 or in any certificate delivered expressly pursuant to this Agreement.
Appears in 1 contract
