Common use of Investigation; No Other Representations Clause in Contracts

Investigation; No Other Representations. (a) Each of TopCo and Merger Sub, on its own behalf and on behalf of its Representatives, 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 Pegasus and (ii) it has been furnished with or given access to such documents and information about Pegasus and its 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 Transaction Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the other Transaction Documents to which it is a party, each of TopCo and Merger Sub has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Clause 6 and in the Transaction Documents to which it is a party and no other representations or warranties of Pegasus or any other Person, either express or implied, and each of TopCo and Merger Sub, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Clause 6 and in the Transaction Documents to which it is a party, neither Pegasus 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 Transaction Documents or the transactions contemplated hereby or thereby.

Appears in 2 contracts

Samples: Business Combination Agreement (Pegasus Digital Mobility Acquisition Corp.), Business Combination Agreement (Pegasus Digital Mobility Acquisition Corp.)

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Investigation; No Other Representations. (a) Each of TopCo and Merger Sub, on The Company its own behalf and on behalf of its Representatives, 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 Pegasus and TopCo and (ii) it has been furnished with or given access to such documents and information about Pegasus and TopCo and its businesses 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 Transaction Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the other Transaction Documents to which it is a party, each of TopCo and Merger Sub the Company has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Clause 6 and in the Transaction Documents to which it is a party and no other representations or warranties of Pegasus or any other Person, either express or implied, and each of TopCo and Merger Subthe Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Clause 6 and in the Transaction Documents to which it is a party, neither Pegasus 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 Transaction Documents or the transactions contemplated hereby or thereby.

Appears in 2 contracts

Samples: Business Combination Agreement (Pegasus Digital Mobility Acquisition Corp.), Business Combination Agreement (Pegasus Digital Mobility Acquisition Corp.)

Investigation; No Other Representations. (a) Each of TopCo and Merger SubPegasus, on its own behalf and on behalf of its Representatives, 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 Pegasus of, the Company and its Subsidiaries and (ii) it has been furnished with or given access to such documents and information about Pegasus the Company and its Subsidiaries and 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 Transaction Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the other Transaction Documents to which it is a party, each of TopCo and Merger Sub Pegasus has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Clause 6 and 4, Clause 5, in the Transaction Documents to which it is a party and the Shareholder Undertaking and no other representations or warranties of Pegasus the Company, TopCo or any other Person, either express or implied, and each of TopCo and Merger SubPegasus, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Clause 6 and 4, Clause 5, in the Transaction Documents to which it is a partyparty and the Shareholder Undertaking, neither Pegasus the Company, TopCo 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 Transaction Documents or the transactions contemplated hereby or thereby.

Appears in 2 contracts

Samples: Business Combination Agreement (Pegasus Digital Mobility Acquisition Corp.), Business Combination Agreement (Pegasus Digital Mobility Acquisition Corp.)

Investigation; No Other Representations. (a) Each of TopCo and Merger Sub, on its own behalf and on behalf of its Representatives, 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 Pegasus SPAC and (ii) it has been furnished with or given access to such documents and information about Pegasus SPAC and its 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 Transaction Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the other Transaction Documents to which it is a party, each of TopCo and Merger Sub has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Clause 6 Article VI and in the Transaction Documents to which it is a party and no other representations or warranties of Pegasus SPAC or any other Person, either express or implied, and each of TopCo and Merger Sub, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Clause 6 Article VI and in the Transaction Documents to which it is a party, neither Pegasus SPAC 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 Transaction Documents or the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Business Combination Agreement (Athena Consumer Acquisition Corp.)

Investigation; No Other Representations. (a) Each of TopCo and Merger SubSuch STPC Party, on its own behalf and on behalf of its Representatives, 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 Pegasus 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 Pegasus the Group Companies and its 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 Transaction Ancillary Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the other Transaction Ancillary Documents to which it is a party, each of TopCo and Merger Sub such STPC Party has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Clause 6 Article 3 and in the Transaction Documents certificate to which it is a party be delivered pursuant to Section 6.2(d)(i) and no other representations or warranties of Pegasus the Company or any other Person, either express or implied, and each of TopCo and Merger Subsuch STPC Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Clause 6 Article 3 and in the Transaction Documents certificate to which it is a partybe delivered pursuant to Section 6.2(d)(i), neither Pegasus 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 Transaction Ancillary Documents or the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Merger Agreement (Star Peak Corp II)

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Investigation; No Other Representations. (a) Each of TopCo and Merger SubThe Company, on its own behalf and on behalf of its Representatives, 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 Pegasus SPAC and TopCo and (ii) it has been furnished with or given access to such documents and information about Pegasus SPAC and TopCo and its businesses 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 Transaction Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the other Transaction Documents to which it is a party, each of TopCo and Merger Sub the Company has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Clause 6 Article VI and in the Transaction Documents to which it is a party and no other representations or warranties of Pegasus SPAC or any other Person, either express or implied, and each of TopCo and Merger Subthe Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Clause 6 Article VI and in the Transaction Documents to which it is a party, neither Pegasus SPAC 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 Transaction Documents or the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Business Combination Agreement (Athena Consumer Acquisition Corp.)

Investigation; No Other Representations. (a) Each of TopCo the Company and Merger SubSISH, on its own behalf and on behalf of its Representatives, 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 Pegasus Yucaipa and TopCo and (ii) it has been furnished with or given access to such documents and information about Pegasus Yucaipa and TopCo and its businesses 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 Transaction Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the other Transaction Documents to which it is a party, each of TopCo the Company and Merger Sub SISH has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Clause 6 Article VI and in the Transaction Documents to which it is a party and no other representations or warranties of Pegasus Yucaipa or any other Person, either express or implied, and each of TopCo and Merger Subthe Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Clause 6 Article VI and in the Transaction Documents to which it is a party, neither Pegasus Yucaipa 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 Transaction Documents or the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Business Combination Agreement (Yucaipa Acquisition Corp)

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