Common use of No Additional Representation or Warranties Clause in Contracts

No Additional Representation or Warranties. Except as expressly provided in this Article V, none of Acquiror, any of its Affiliates, or any of their respective directors, managers, officers, employees, shareholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, Acquiror acknowledges that the Acquiror and its advisors have made their own investigation of the Company and, except as expressly provided in Article IV, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company and its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company and its Subsidiaries as conducted after the Acquisition Closing, whether contained in any materials provided by the Company, its Subsidiaries or any of their respective Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or Representatives or otherwise.

Appears in 2 contracts

Samples: Business Combination Agreement (Bridgetown Holdings LTD), Business Combination Agreement (Bridgetown Holdings LTD)

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No Additional Representation or Warranties. Except as expressly provided in this Article VVI, none of Acquiror, any of its Affiliates, or any of their respective directors, managers, officers, employees, shareholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates Affiliates, and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, Acquiror the Company acknowledges that the Acquiror Company and its advisors advisors, have made their own investigation of the Company Acquiror and its respective Subsidiaries and, except as expressly provided in this Article IVVI, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company and Acquiror or any of its respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company Acquiror and its respective Subsidiaries as conducted after the Acquisition Closing, whether as contained in any materials provided by the Company, its Subsidiaries Acquiror or any of their respective its Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or Representatives or otherwise.

Appears in 2 contracts

Samples: Business Combination Agreement (DUET Acquisition Corp.), Business Combination Agreement (Fat Projects Acquisition Corp)

No Additional Representation or Warranties. Except as expressly provided in this Article V, none of Acquiror, any of its Affiliates, or any of their respective directors, managers, officers, employees, shareholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, Acquiror acknowledges that the Acquiror and its advisors have made their own investigation of the Company and, except as expressly provided in Article IV, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company and its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company and its Subsidiaries as conducted after the Acquisition First Closing, whether contained in any materials provided by the Company, its Subsidiaries or any of their respective Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or Representatives or otherwise.

Appears in 1 contract

Samples: Business Combination Agreement (Bukit Jalil Global Acquisition 1 Ltd.)

No Additional Representation or Warranties. Except as expressly provided in this Article V, none of Acquiror, neither Acquiror nor any of its Affiliates, or nor any of their respective its directors, managers, officers, employees, shareholdersstockholders, partners, members or Representatives representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, Acquiror the Company acknowledges that the Acquiror Company and its advisors advisors, have made their own investigation of the Company Acquiror and its Subsidiaries and, except as expressly provided in this Article IVV, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company and Acquiror or any of its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company Acquiror and its it Subsidiaries as conducted after the Acquisition Closing, whether as contained in any materials provided by the Company, its Subsidiaries Acquiror or any of their respective its Affiliates or any of their respective directors, officers, employees, shareholdersstockholders, partners, members or Representatives representatives or otherwise.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Stratim Cloud Acquisition Corp.)

No Additional Representation or Warranties. Except as expressly provided in this Article VIII, none of Acquiror, neither the VS Entities nor any of its their Affiliates, or nor any of their respective directors, managers, officers, employees, shareholdersequityholders, partners, members or Representatives representatives has made, or is making, any express or implied representation or warranty whatsoever to the Company Horizon or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company Horizon or its Affiliates. Without limiting the foregoing, Acquiror acknowledges the VS Entities acknowledge that the Acquiror and its advisors VS Entities, together with their respective advisors, have made their own investigation of the Company Horizon and its Subsidiaries and, except as expressly provided in Article IV, are is not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company and its Horizon or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company Horizon and its Subsidiaries as conducted after the Acquisition Closing, whether as contained in any materials provided by the Company, its Subsidiaries Horizon or any of their respective its Affiliates or any of their respective directors, officers, employees, shareholdersstockholders, partners, members or Representatives representatives or otherwise.

Appears in 1 contract

Samples: Transaction Agreement (Horizon Acquisition Corp)

No Additional Representation or Warranties. Except as expressly provided in this Article V, none of Acquiror, neither Acquiror nor Merger Sub nor any of its their respective Affiliates, or nor any of their respective directors, managers, officers, employees, shareholders, partners, members or Representatives representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, Acquiror acknowledges that the Acquiror and its Merger Sub acknowledge that Acquiror and Merger Sub and their respective advisors have made their own investigation of the Company and its Subsidiaries and, except as expressly provided in Article IV, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company and its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company and its Subsidiaries as conducted after the Acquisition Closing, whether as contained in any materials provided by the Company, its Subsidiaries or any of their respective Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or Representatives representatives or otherwise.

Appears in 1 contract

Samples: Merger Agreement (Waldencast Acquisition Corp.)

No Additional Representation or Warranties. Except as expressly provided in this Article V, none neither Acquiror nor either of Acquiror, the Purchasers nor any of its their respective Affiliates, or nor any of their respective directors, managers, officers, employees, shareholdersstockholders, partners, members or Representatives representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, Acquiror acknowledges that the Acquiror and its advisors the Purchasers acknowledge that Acquiror and the Purchasers and their respective advisors, have made their own investigation of the Company and its Subsidiaries and, except as expressly provided in Article IV, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company and its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company and its Subsidiaries as conducted after the Acquisition Closing, whether as contained in any materials provided by the Members, the Company, its Subsidiaries or any of their respective Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or Representatives representatives or otherwise.

Appears in 1 contract

Samples: Equity Purchase Agreement (Waldencast Acquisition Corp.)

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No Additional Representation or Warranties. Except as expressly provided in this Article VIV, none of Acquiror, neither Horizon nor any of its Affiliates, or nor any of their respective directors, managers, officers, employees, shareholdersstockholders, partners, members or Representatives representatives has made, or is making, any express or implied representation or warranty whatsoever to the Company VS Entities or its their Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company VS Entities or its their Affiliates. Without limiting the foregoing, Acquiror Horizon acknowledges that the Acquiror and Horizon, together with its advisors have advisors, has made their its own investigation of the Company VS Entities and their respective Subsidiaries and, except as expressly provided in Article IVIII, are is not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company and its VS Entities or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company VS Entities and its their respective Subsidiaries as conducted after the Acquisition Closing, whether as contained in any materials provided by the Company, its Subsidiaries Horizon or any of their respective its Affiliates or any of their respective directors, officers, employees, shareholdersstockholders, partners, members or Representatives representatives or otherwise.

Appears in 1 contract

Samples: Transaction Agreement (Horizon Acquisition Corp)

No Additional Representation or Warranties. Except as expressly provided in this Article V, none of Acquiror, neither Acquiror nor any of its Affiliates, or nor any of their respective directors, managers, officers, employees, shareholders, stockholders, partners, members or other Representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its AffiliatesAffiliates and Representatives. Without limiting the foregoing, Acquiror the Company acknowledges that the Acquiror Company and its advisors advisors, have made their own investigation of the Company Acquiror and its Affiliates and, except as expressly provided in this Article IVV, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company and Acquiror or any of its SubsidiariesAffiliates, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company Acquiror and its Subsidiaries Affiliates as conducted after the Acquisition Closing, whether as contained in any materials provided by the CompanyAcquiror, its Subsidiaries or any of their respective its Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or other Representatives or otherwise.

Appears in 1 contract

Samples: Merger Agreement (RMG Acquisition Corp. III)

No Additional Representation or Warranties. Except as expressly provided in this Article V, none of AcquirorSPAC nor its Affiliates, nor any of its Affiliates, or any of their respective directors, managers, officers, employees, shareholders, partners, members or Representatives representatives has made, or is making, any representation or warranty whatsoever to the Company Company, Merger Sub, HoldCo or its their respective Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company Company, Merger Sub, HoldCo or its their respective Affiliates. Without limiting the foregoing, Acquiror the Company acknowledges that the Acquiror Company, Merger Sub and its advisors HoldCo and their advisors, have made their own investigation of the Company SPAC and, except as expressly provided in this Article IVV, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company and SPAC or any of its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company and its Subsidiaries SPAC as conducted after the Acquisition Closing, whether as contained in any materials provided by the Company, its Subsidiaries SPAC or any of their respective its Affiliates or any of their respective its directors, officers, employees, shareholders, partners, members or Representatives representatives or otherwise.

Appears in 1 contract

Samples: Business Combination Agreement (SC Health Corp)

No Additional Representation or Warranties. Except as expressly provided in this Article V, none of Acquiror, neither Acquiror nor Merger Sub nor any of its their respective Affiliates, or nor any of their respective directors, managers, officers, employees, shareholdersstockholders, partners, members or Representatives representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, Acquiror the Company acknowledges that the Acquiror Company and its advisors have made their own investigation of the Company Acquiror and Merger Sub and, except as expressly provided in this Article IVV, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company and its SubsidiariesAcquiror or Merger Sub, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company Acquiror, Merger Sub and its their respective Subsidiaries as conducted after the Acquisition Closing, whether as contained in any materials provided by the CompanyAcquiror, its Subsidiaries Merger Sub or any of their respective Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or Representatives representatives or otherwise.

Appears in 1 contract

Samples: Merger Agreement (Northern Genesis Acquisition Corp. II)

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