Investigation; No Other Representations. (a) The Company, on its own behalf and on behalf of its Representatives, acknowledges and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of CCTS and (ii) it has been furnished with or given access to such documents and information about CCTS and its business and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which it is a party, the Company has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV and in the Ancillary Documents to which it is a party and no other representations or warranties of CCTS or any other Person, either express or implied, and the Company, on its own behalf and on behalf of its Representatives, acknowledges and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV and in the Ancillary Documents to which it is a party, neither CCTS nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 3 contracts
Samples: Business Combination Agreement (VivoPower International PLC), Business Combination Agreement (Cactus Acquisition Corp. 1 LTD), Business Combination Agreement (Cactus Acquisition Corp. 1 LTD)
Investigation; No Other Representations. (a) The CompanyCCTS, on its own behalf and on behalf of its Representatives, acknowledges and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects prospects, of CCTS the Group Companies and (ii) it has been furnished with or given access to such documents and information about CCTS the Group Companies and its business their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions.
(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company CCTS has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV III and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of CCTS the Company or any other Person, either express or implied, and the CompanyCCTS, on its own behalf and on behalf of its Representatives, acknowledges and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV III and in the Ancillary Documents to which it is or will be a party, neither CCTS the Company, Holdco nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions.
Appears in 3 contracts
Samples: Business Combination Agreement (VivoPower International PLC), Business Combination Agreement (Cactus Acquisition Corp. 1 LTD), Business Combination Agreement (Cactus Acquisition Corp. 1 LTD)
Investigation; No Other Representations. (a) The CompanyAtlantic, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects of CCTS the Company and (ii) it has been furnished with or given access to such documents and information about CCTS the Company and its business and operations the Business as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company Atlantic has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV ARTICLE VI and ARTICLE VII and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of CCTS the Company or any other Person, either express or implied, and the CompanyAtlantic, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV ARTICLES VI and VII and in the Ancillary Documents to which it is or will be a party, neither CCTS the Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyContemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (SeqLL, Inc.), Agreement and Plan of Reorganization (SeqLL, Inc.)
Investigation; No Other Representations. (a) The CompanyEach Atlas Party, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects prospects, of CCTS the Company and (ii) it has been furnished with or given access to such documents and information about CCTS the Company and its business their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company each Atlas Party has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV Article 3 and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of CCTS the Company or any other Person, either express or implied, and the Companyeach Atlas Party, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV Article 3 and in the Ancillary Documents to which it is or will be a party, neither CCTS the Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 2 contracts
Samples: Business Combination Agreement (Atlas Crest Investment Corp.), Business Combination Agreement (Atlas Crest Investment Corp.)
Investigation; No Other Representations. (a) The CompanyFLAC, on its own behalf and on behalf of its Representatives, acknowledges and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects prospects, of CCTS the Group Companies and (ii) it has been furnished with or given access to such documents and information about CCTS the Group Companies and its business their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions.
(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company FLAC has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV Article 3 and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of CCTS the Company or any other Person, either express or implied, and the CompanyFLAC, on its own behalf and on behalf of its Representatives, acknowledges and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV Article 3 and in the Ancillary Documents to which it is or will be a party, neither CCTS the Company, Holdco nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions.
Appears in 2 contracts
Samples: Business Combination Agreement (NewAmsterdam Pharma Co N.V.), Business Combination Agreement (Frazier Lifesciences Acquisition Corp)
Investigation; No Other Representations. (a) The CompanySPAC, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects prospects, of CCTS and (ii) it has been furnished with or given access to such documents and information about CCTS and its business and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyGroup Companies.
(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company SPAC has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV Article III and in the Ancillary Documents to which it a Company Party is or will be a party and no other representations or warranties of CCTS the Company, any Company Non-Party Affiliate or any other Person, either express or implied, and the CompanySPAC, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV Article III and in the Ancillary Documents to which it a Company Party is or will be a party, neither CCTS nor none of the Company, any Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions.
Appears in 1 contract
Investigation; No Other Representations. (a) The CompanyMerger Sub, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of CCTS the Company and (ii) it has been furnished with or given access to such documents and information about CCTS the Company and its business businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Transaction Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary other Transaction Documents to which it is a party, the Company Merger Sub has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV Article VI and in the Ancillary Transaction Documents to which it is a party and no other representations or warranties of CCTS the Company or any other Person, either express or implied, and the CompanyMerger Sub, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV Article VI and in the Ancillary Transaction Documents to which it is a party, neither CCTS the Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Transaction Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Business Combination Agreement (Plum Acquisition Corp. I)
Investigation; No Other Representations. (a) The CompanySuch STPK Party, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of CCTS the Group Companies (including the Business) and (ii) it has been furnished provided with or given access to such certain documents and certain information about CCTS the Group Companies and its business their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary Documents to which it is a party, the Company such STPK Party has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV Article 3 and in the Ancillary Documents certificate to which it is a party be delivered pursuant to Section 6.2(d)(i) and no other representations or warranties of CCTS the Company or any other Person, either express or implied, and the Companysuch STPK Party, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV Article 3 and in the Ancillary Documents certificate to which it is a partybe delivered pursuant to Section 6.2(d)(i), neither CCTS nor none of the Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Merger Agreement (Star Peak Energy Transition Corp.)
Investigation; No Other Representations. (a) The Company, Company on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of CCTS of, PTIC II and (ii) it has been furnished with or given access to such documents and information about CCTS PTIC II and its business businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV Article 4 and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of CCTS PTIC II, any PTIC II Non-Party Affiliate or any other Person, either express or implied, and the Company, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV Article 4 and in the Ancillary Documents to which it is or will be a party, neither CCTS nor none of PTIC II, any PTIC II Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Business Combination Agreement (Proptech Investment Corp. Ii)
Investigation; No Other Representations. (a) The CompanyEach JAWS Party, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects prospects, of CCTS the Company and (ii) it has been furnished with or given access to such documents and information about CCTS the Company and its business and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company each JAWS Party has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV Article 3 and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of CCTS the Company, any Company Non-Party Affiliate or any other Person, either express or implied, and the Companyeach JAWS Party, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV Article 3 and in the Ancillary Documents to which it is or will be a party, neither CCTS nor none of the Company, any Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Business Combination Agreement (JAWS Spitfire Acquisition Corp)
Investigation; No Other Representations. (a) The CompanyACT, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects prospects, of CCTS the Group Companies and (ii) it has been furnished with or given access to such documents and information about CCTS the Group Companies and its business their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company ACT has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV Article 3 and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of CCTS the Company or any other Person, either express or implied, and the CompanyACT, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV Article 3 and in the Ancillary Documents to which it is or will be a party, neither CCTS the Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Business Combination Agreement (ArcLight Clean Transition Corp. II)
Investigation; No Other Representations. (a) The CompanyTopCo, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of CCTS Parent and (ii) it has been furnished with or given access to such documents and information about CCTS Parent and its business businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary Documents to which it is a party, the Company TopCo has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV Article 3, Article 5 and in the Ancillary Documents to which it is a party and no other representations or warranties of CCTS the Company, Parent or any other Person, either express or implied, and the CompanyTopCo, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV Article 3, Article 5 and in the Ancillary Documents to which it is a party, neither CCTS the Company, Parent nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Business Combination Agreement (Oaktree Acquisition Corp. II)
Investigation; No Other Representations. (a) The CompanyPTIC II, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of CCTS the Group Companies (including the Business) and (ii) it has been furnished provided with or given access to such certain documents and certain information about CCTS the Group Companies and its business their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary Documents to which it is a party, the Company PTIC II has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV Article 3, Section 9.18 and in the Ancillary Documents to which it is a party or a beneficiary of any representations and warranties and no other representations or warranties of CCTS the Company or any other Person, either express or implied, and the CompanyPTIC II, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV Article 3, Article 4, and in the Ancillary Documents to which it is a partyparty or a beneficiary of any representations and warranties, neither CCTS nor none of the Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Business Combination Agreement (Proptech Investment Corp. Ii)
Investigation; No Other Representations. (a) The Company, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of CCTS of, ACT and (ii) it has been furnished with or given access to such documents and information about CCTS ACT and its business and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV Article 4 and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of CCTS ACT or any other Person, either express or implied, and the Company, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV Article 4 and in the Ancillary Documents to which it is or will be a party, neither CCTS nor none of ACT or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Business Combination Agreement (ArcLight Clean Transition Corp. II)
Investigation; No Other Representations. (a) The Company, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of CCTS of, SPAC and (ii) it has been furnished with or given access to such documents and information about CCTS SPAC and its business businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions.
(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE Article IV and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of CCTS SPAC, any SPAC Non-Party Affiliate or any other Person, either express or implied, and the Company, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE Article IV and in the Ancillary Documents to which it is or will be a party, neither CCTS none of SPAC, any SPAC Non-Party Affiliate nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions.
Appears in 1 contract
Samples: Business Combination Agreement (Omnichannel Acquisition Corp.)
Investigation; No Other Representations. (a) The Company, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of CCTS IIAC and (ii) it has been furnished with or given access to such documents and information about CCTS IIAC and its business and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV Article 5 and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of CCTS IIAC or any other Person, either express or implied, and the Company, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV Article 5 and in the Ancillary Documents to which it is or will be a party, neither CCTS IIAC nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Business Combination Agreement (Investindustrial Acquisition Corp.)
Investigation; No Other Representations. (a) The Company, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of CCTS of, Armada and (ii) it has been furnished with or given access to such documents and information about CCTS Armada and its business their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE Article IV and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of CCTS Armada or any other Person, either express or implied, and the Company, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE Article IV and in the Ancillary Documents to which it is or will be a party, neither CCTS Armada nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Business Combination Agreement (Armada Acquisition Corp. I)
Investigation; No Other Representations. (a) The Company, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of CCTS Plum and (ii) it has been furnished with or given access to such documents and information about CCTS Plum and its business and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary other Transaction Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary other Transaction Documents to which it is a party, the Company has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV Article V, Article VI and in the Ancillary other Transaction Documents to which it is a party and no other representations or warranties of CCTS Plum or any other Person, either express or implied, and the Company, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV Article V, Article VI and in the Ancillary other Transaction Documents to which it is a party, neither CCTS Plum nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary other Transaction Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Business Combination Agreement (Plum Acquisition Corp. I)
Investigation; No Other Representations. (a) The CompanyEach Merger Sub, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of CCTS the Company and (ii) it has been furnished with or given access to such documents and information about CCTS the Company and its business businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary other Transaction Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary other Transaction Documents to which it is a party, the Company each Merger Sub has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE Article IV and in the Ancillary other Transaction Documents to which it is a party and no other representations or warranties of CCTS the Company or any other Person, either express or implied, and the Companysuch Merger Sub, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE Article IV and in the Ancillary other Transaction Documents to which it is a party, neither CCTS the Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary other Transaction Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Business Combination Agreement (Plum Acquisition Corp. I)
Investigation; No Other Representations. (a) The CompanySLAM, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects prospects, of CCTS the Company and (ii) it has been furnished with or given access to such documents and information about CCTS the Company and its business and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company SLAM has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV Article 3 and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of CCTS the Company, any Company Non-Party Affiliate or any other Person, either express or implied, and the CompanySLAM, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV Article 3 and in the Ancillary Documents to which it is or will be a party, neither CCTS nor none of the Company, any Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Investigation; No Other Representations. (a) The CompanyHoldco, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of CCTS Qell and (ii) it has been furnished with or given access to such documents and information about CCTS Qell and its business businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary Documents to which it is a party, the Company Holdco has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV Article 5 and in the Ancillary Documents to which it is a party and no other representations or warranties of CCTS Qell and the Company or any other Person, either express or implied, and the CompanyHoldco, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV Article 5 and in the Ancillary Documents to which it is a party, neither CCTS Qell and the Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Business Combination Agreement (Qell Acquisition Corp)
Investigation; No Other Representations. (a) The Company, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of CCTS Parent and (ii) it has been furnished with or given access to such documents and information about CCTS Parent and its business and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary Documents to which it is a party, the Company has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV Article 4, Article 5 and in the Ancillary Documents to which it is a party and no other representations or warranties of CCTS TopCo, Parent or any other Person, either express or implied, and the Company, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV Article 4, Article 5 and in the Ancillary Documents to which it is a party, neither CCTS TopCo, Parent nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Business Combination Agreement (Oaktree Acquisition Corp. II)
Investigation; No Other Representations. (a) The CompanyEach ACAH Party, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects prospects, of CCTS the Company and (ii) it has been furnished with or given access to such documents and information about CCTS the Company and its business their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company each ACAH Party has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV Article 3 and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of CCTS the Company or any other Person, either express or implied, and the Companyeach ACAH Party, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV Article 3 and in the Ancillary Documents to which it is or will be a party, neither CCTS the Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Business Combination Agreement (Atlantic Coastal Acquisition Corp.)
Investigation; No Other Representations. (a) The CompanySPAC, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects prospects, of CCTS the Group Companies and (ii) it has been furnished with or given access to such documents and information about CCTS the Group Companies and its business their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, Agreement and the Ancillary Documents and the transactions contemplated hereby and therebyconsummation of the Transactions.
(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company SPAC has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in ARTICLE IV Article III and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of CCTS the Company, any Company Non-Party Affiliate or any other Person, either express or implied, and the CompanySPAC, on its own behalf and on behalf of its Representatives, acknowledges acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV and Article III, in the Ancillary Documents to which it is or will be a party, neither CCTS nor and any certificates delivered by the Company or any officer thereof, none of the Company, any Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions.
Appears in 1 contract
Samples: Business Combination Agreement (Mount Rainier Acquisition Corp.)