Common use of No Additional Representations and Warranties; No Outside Reliance Clause in Contracts

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 6, and the representations and warranties as may be provided in the Ancillary Agreements, none of the Tuatara Parties nor any other Person acting on their respective behalf has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or thereby. None of the Tuatara Parties has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Tuatara Parties or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties whatsoever, oral or written, express or implied, at law or in equity, other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara Parties acknowledges and agrees that, except for the representations and warranties contained in Article 5 or as may be provided in the Ancillary Agreements, none of the Company or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company or the transactions contemplated hereunder, including in respect of the Company, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article 5 or as may be provided in the Ancillary Agreements. The Tuatara Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 shall limit remedies in the event of Fraud.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Tuatara Capital Acquisition Corp), Agreement and Plan of Merger (Tuatara Capital Acquisition Corp), Agreement and Plan of Merger (Tuatara Capital Acquisition Corp)

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No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 65, and the representations and warranties as may be provided in the Ancillary Agreements, none of neither the Tuatara Parties Company nor any other Person acting on of its Subsidiaries or Affiliates, nor any of their respective behalf directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or therebythereby to any Tuatara Party. None of the Tuatara Parties has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Tuatara Parties or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither Neither the Company nor any other Person of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making making, any representations representation or warranties warranty of any kind or nature whatsoever, oral or written, express or implied, at law relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to any Tuatara Party or any other Person (including information in equity, other than those expressly given the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to the Tuatara Parties in this Article 5 or and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Tuatara Parties Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 or and as may be provided in the Ancillary Agreements. Each of the Tuatara Parties The Company acknowledges and agrees that, except for the representations and warranties contained in Article 5 6 or as may be provided in the Ancillary Agreements, none of the Company Tuatara Parties or any of its their Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company Tuatara Parties or the transactions contemplated hereunderhereunder or thereunder, including in respect of the CompanyTuatara Parties, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, information not expressly set forth in Article 5 6 or as may be provided in the Ancillary Agreements. The Tuatara Parties are Company is not relying on any representations or warranties other than those representations or warranties set forth in Article 5 6 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 5.26 shall limit the remedies in the event of Fraud.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Tuatara Capital Acquisition Corp), Agreement and Plan of Merger (Tuatara Capital Acquisition Corp), Agreement and Plan of Merger (Tuatara Capital Acquisition Corp)

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties of the Blocker Parties expressly provided in this Article 6, 5 and the representations and warranties as may be provided in the Ancillary AgreementsAgreements (the “Blocker Representations”), none of the Tuatara Company nor any of its Subsidiaries or Affiliates, the Blocker Parties nor their Affiliates, or any other Person acting on of their respective behalf directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement Agreement, the Transactions, the Company, the Blocker Parties or any of their respective Subsidiaries or Affiliates, to any HTP Party or the transactions contemplated hereby or therebyCompany. None of the Tuatara Company nor any of its Subsidiaries or Affiliates, the Blocker Parties or its Affiliates, or any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made made, or is making, any representation or warranty, expressed or implied, as to the accuracy or completeness warranty of any information regarding the Tuatara Parties kind or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties nature whatsoever, oral or written, express or implied, at law relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to any HTP Party or any other Person (including information in equity, other than those the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the Blocker Representations by the Blocker Parties and the representations and warranties expressly given by the Company in Article 5 6 or as may be provided in the Ancillary AgreementsAgreements(the “Company Representations”). Each of the Tuatara Blocker Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary AgreementsBlocker Representations. Each of the Tuatara Parties Blocker Party acknowledges and agrees that, except for the Company Representations and the representations and warranties contained of the HTP Parties expressly provided in Article 5 7 or as may be provided in the Ancillary AgreementsAgreements (the “HTP Representations”), none of the Company Company, the HTP Parties or any of its their respective Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company Company, any of the HTP Parties or any of the their respective Subsidiaries of the Company or Affiliates or the transactions contemplated hereunderhereunder or thereunder, including in respect of the Company, the HTP Parties or any of their respective Subsidiaries or Affiliates, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, information not expressly set forth in Article 5 the Company Representations or the HTP Representations, as may be provided in the Ancillary Agreementsapplicable. The Tuatara Parties are not No Blocker Party is relying on any representations or warranties other than those representations or warranties set forth in Article 5 or as may be provided in the Ancillary AgreementsCompany Representations and the HTP Representations. Notwithstanding the foregoing, nothing in this Section 6.23 Article 5 shall limit the remedies of the Company or the HTP Parties in the event of Fraud.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Highland Transcend Partners I Corp.), Agreement and Plan of Merger (Highland Transcend Partners I Corp.)

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 6, and the representations and warranties as may be provided in the Ancillary AgreementsHTP Representations, none of the Tuatara HTP Parties nor any other Person acting on their respective behalf has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement Agreement, the Transactions or the transactions contemplated hereby HTP Parties or therebyany of their respective Subsidiaries or Affiliates. None of the Tuatara HTP Parties has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Tuatara HTP Parties or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary AgreementsHTP Representations. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara HTP Parties acknowledges and agrees that neither none of the Blocker Parties, the Company or any of their respective Subsidiaries or Affiliates nor any other Person is making any representations or warranties whatsoever, oral or written, express or implied, at law or in equity, other than those expressly given by the Blocker Representations and the Company in Article 5 or as may be provided in the Ancillary AgreementsRepresentations. Each of the Tuatara HTP Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary AgreementsHTP Representations. Each of the Tuatara HTP Parties acknowledges and agrees that, except for the representations Blocker Representations and warranties contained in Article 5 or as may be provided in the Ancillary AgreementsCompany Representations, none of the Company Company, the Blocker Parties or any of its their respective Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company Company, the Blocker Parties or any of the their respective Subsidiaries of the Company or Affiliates or the transactions contemplated hereunderTransactions, including in respect of the Company, the Blocker Parties or any of their respective Subsidiaries or Affiliates, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article 5 the Blocker Representations or the Company Representations, as may be provided in the Ancillary Agreementsapplicable. The Tuatara HTP Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article 5 or as may be provided in the Ancillary AgreementsBlocker Representations and the Company Representations. Notwithstanding the foregoing, nothing in this Section 6.23 7.22 shall limit the remedies of the Company or any Blocker Party in the event of Fraud.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Highland Transcend Partners I Corp.), Agreement and Plan of Merger (Highland Transcend Partners I Corp.)

No Additional Representations and Warranties; No Outside Reliance. Except for the express representations and warranties provided in this Article 6V (including the Schedules), and the representations and warranties as may be provided in other agreements entered into in connection with the Ancillary Agreementstransactions contemplated by this Agreement, none of neither the Tuatara Parties Company nor any other Person acting on of its Subsidiaries or Affiliates, nor any of their respective behalf directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or therebyto any Monocle Party. None of the Tuatara Parties has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Tuatara Parties or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither Neither the Company nor any other Person of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making making, any representations representation or warranties warranty of any kind or nature whatsoever, oral or written, express or implied, at law relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to any Monocle Party or any other Person (including information in equity, other than those expressly given the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to the Monocle Parties in this Article 5 or as may be provided in V (including the Ancillary AgreementsSchedules). Each of the Tuatara Parties Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 or V (as modified by the Schedules), and as may be provided in other agreements entered into in connection with the Ancillary Agreementstransactions contemplated by this Agreement. Each of the Tuatara Parties EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS ARTICLE V (INCLUDING THE SCHEDULES), THE COMPANY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO THE MONOCLE PARTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, PROPERTIES, LIABILITIES OR OBLIGATIONS, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 5 or VI (as may be provided in modified by the Ancillary AgreementsSchedules), none of the Company Monocle Parties or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company Monocle Parties or the transactions contemplated hereunder, including in respect of the CompanyMonocle Parties, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, information not expressly set forth in Article 5 or VI (as may be provided in modified by the Ancillary AgreementsSchedules). The Tuatara Parties are Company is not relying on any representations or warranties other than those representations or warranties set forth in Article 5 or VI (as may be provided in modified by the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 shall limit remedies in the event of FraudSchedules).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Monocle Acquisition Corp), Agreement and Plan of Merger (Monocle Acquisition Corp)

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 6, and the representations and warranties as may be provided in the Ancillary AgreementsCompany Representations, none of the Tuatara Company, the Blocker Parties nor any other Person acting on of their respective behalf Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement Agreement, the Transactions, the Company, the Blocker Parties or the transactions contemplated hereby any of their respective Subsidiaries or therebyAffiliates or thereby to any HTP Party or any Blocker Party. None of the Tuatara Company, the Blocker Parties nor any of their respective Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made made, or is making, any representation or warranty, expressed or implied, as to the accuracy or completeness warranty of any information regarding the Tuatara Parties kind or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties nature whatsoever, oral or written, express or implied, at law relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to any HTP Party, any Blocker Party or any other Person (including information in equity, other than those expressly given the “data site” maintained by or on behalf of the Company in Article 5 or as may be provided in any formal or informal management presentation) except for the Ancillary AgreementsCompany Representations and the Blocker Representations, as applicable. Each of the Tuatara Parties Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary AgreementsRepresentations. Each of the Tuatara Parties The Company acknowledges and agrees that, except for the representations Blocker Representations and warranties contained in Article 5 or as may be provided in the Ancillary AgreementsHTP Representations, none of the Company HTP Parties, the Blocker Parties or any of its their respective Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding any of the Company HTP Parties, the Blocker Parties or any of the its Subsidiaries of the Company or Affiliates or the transactions contemplated hereunderTransactions, including in respect of the CompanyHTP Parties, the Blocker Parties the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, information not expressly set forth in Article 5 the Blocker Representations or the HTP Representations, as may be provided in the Ancillary Agreementsapplicable. The Tuatara Parties are Company is not relying on any representations or warranties other than those representations or warranties set forth in Article 5 or as may be provided in the Ancillary AgreementsBlocker Representations and the HTP Representations. Notwithstanding the foregoing, nothing in this Section 6.23 6.26 shall limit the remedies of the HTP Parties or the Blocker Parties in the event of Fraud.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Highland Transcend Partners I Corp.), Agreement and Plan of Merger (Highland Transcend Partners I Corp.)

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article ‎Article 6, and the representations and warranties as may be provided in the Ancillary Agreements, none of the Tuatara Silver Spike Parties nor any other Person acting on their respective behalf has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or thereby. None of the Tuatara Silver Spike Parties has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Tuatara Silver Spike Parties or otherwise, other than those representations and warranties expressly made in this Article ‎Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Silver Spike Parties acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties whatsoever, oral or written, express or implied, at law or in equity, other than those expressly given by the Company in Article ‎Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara Silver Spike Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company in Article ‎Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara Silver Spike Parties acknowledges and agrees that, except for the representations and warranties contained in Article ‎Article 5 or as may be provided in the Ancillary Agreements, none of the Company or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company or the transactions contemplated hereunder, including in respect of the Company, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article ‎Article 5 or as may be provided in the Ancillary Agreements. The Tuatara Silver Spike Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article ‎Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 ‎Section 6.22 shall limit the Silver Spike Parties’ remedies in the event of Fraud.

Appears in 1 contract

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

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article ‎Article 6, and the representations and warranties as may be provided in the Ancillary Agreements, none of the Tuatara BlueRiver Parties nor any other Person acting on their respective behalf has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or thereby. None of the Tuatara BlueRiver Parties has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Tuatara BlueRiver Parties or otherwise, other than those representations and warranties expressly made in this Article ‎Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara BlueRiver Parties acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties whatsoever, oral or written, express or implied, at law or in equity, other than those expressly given by the Company in Article ‎Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara BlueRiver Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company in Article ‎Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara BlueRiver Parties acknowledges and agrees that, except for the representations and warranties contained in Article ‎Article 5 or as may be provided in the Ancillary Agreements, none of the Company or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company or the transactions contemplated hereunder, including in respect of the Company, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article ‎Article 5 or as may be provided in the Ancillary Agreements. The Tuatara BlueRiver Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article ‎Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 ‎Section 6.20 shall limit the BlueRiver Parties’ remedies in the event of Fraud.

Appears in 1 contract

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

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 6‎Article 5, and the representations and warranties as may be provided in the Ancillary Agreements, none of neither the Tuatara Parties Company nor any other Person acting on of its Subsidiaries or Affiliates, nor any of their respective behalf directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or therebythereby to PAQC. None of the Tuatara Parties has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Tuatara Parties or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither Neither the Company nor any other Person of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making making, any representations representation or warranties warranty of any kind or nature whatsoever, oral or written, express or implied, at law relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to PAQC or any other Person (including information in equity, other than those expressly given the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company and the Acquisition Entities to PAQC in Article this ‎Article 5 or and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Tuatara Parties Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company and the Acquisition Entities in Article this ‎Article 5 or and as may be provided in the Ancillary Agreements. Each of The Company and the Tuatara Parties acknowledges Acquisition Entities acknowledge and agrees agree that, except for the representations and warranties contained in Article 5 ‎6 or as may be provided in the Ancillary Agreements, none of the Company or neither PAQC nor any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company PAQC or the transactions contemplated hereunderhereunder or thereunder, including in respect of the CompanyPAQC, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, information not expressly set forth in Article 5 ‎6 or as may be provided in the Ancillary Agreements. The Tuatara Parties are not None of the Company and the Acquisition Entities is relying on any representations or warranties other than those representations or warranties set forth in Article 5 ‎6 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 5.27 shall limit PAQC’s remedies in the event of Fraudfraud.

Appears in 1 contract

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

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article ‎Article 6, and the representations and warranties as may be provided in the Ancillary Agreements, none of the Tuatara Parties VGAC Parties, nor any other Person acting on of their respective behalf directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or therebythereby to the Company or any Company Shareholder. None of the Tuatara Parties VGAC Parties, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made made, or is making, any representation or warranty, expressed or implied, as to the accuracy or completeness warranty of any information regarding the Tuatara Parties kind or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties nature whatsoever, oral or written, express or implied, at law relating or in equitywith respect to any information regarding the VGAC Parties or otherwise, other than those expressly given except for the representations and warranties made by the VGAC Parties to the Company in Article 5 or this ‎Article 6 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Tuatara VGAC Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company VGAC Parties in Article 5 or this ‎Article 6 and as may be provided in the Ancillary Agreements. Each of the Tuatara VGAC Parties acknowledges and agrees that, except for the representations and warranties contained in Article ‎Article 5 or as may be provided in the Ancillary Agreements, none of the Company or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company or the transactions contemplated hereunderhereunder or thereunder, including in respect of the Company, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article ‎Article 5 or as may be provided in the Ancillary Agreements. The Tuatara VGAC Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article ‎Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section ‎Section 6.23 shall limit remedies in the event of Fraudfraud.

Appears in 1 contract

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

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 6‎Article 5, and the representations and warranties as may be provided in the Ancillary Agreements, none of the Tuatara Company Parties nor any other Person acting on their respective behalf has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or thereby. None of the Tuatara Company Parties has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Tuatara Company Parties or otherwise, other than those representations and warranties expressly made in this Article 6 ‎Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Company Parties acknowledges and agrees that neither none of the Company BlueRiver Parties nor any other Person is making any representations or warranties whatsoever, oral or written, express or implied, at law or in equity, other than those expressly given by the Company BlueRiver in Article 5 ‎Article 6 or as may be provided in the Ancillary Agreements. Each of the Tuatara Company Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company BlueRiver in Article 5 ‎Article 6 or as may be provided in the Ancillary Agreements. Each of the Tuatara Company Parties acknowledges and agrees that, except for the representations and warranties contained in Article 5 ‎Article 6 or as may be provided in the Ancillary Agreements, none of the Company BlueRiver Parties or any of its their respective Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company BlueRiver Parties or any of the their respective Subsidiaries of the Company or the transactions contemplated hereunder, including in respect of any of the CompanyBlueRiver Parties, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article 5 ‎Article 6 or as may be provided in the Ancillary Agreements. The Tuatara Company Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article 5 ‎Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 ‎Section 5.26 shall limit the Company Parties’ remedies in the event of Fraud.

Appears in 1 contract

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

No Additional Representations and Warranties; No Outside Reliance. Except for Each of the Company, Pubco and Merger Sub acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, operations, assets, liabilities and properties of SPAC. In making its determination to proceed with the Transactions (including the Mergers), each of the Company, Pubco and Merger Sub has relied on (a) the results of its own independent investigation and (b) the representations and warranties provided of SPAC expressly and specifically set forth in this Article 6Agreement (as modified by the Schedules) or any certificate delivered in accordance with ‎Section 9.03(c). Each of the Company, Pubco and Merger Sub hereby acknowledges that such representations and warranties by SPAC constitute the sole and exclusive representations and warranties of SPAC to the Company, Pubco and Merger Sub in connection with the Transactions (including the Mergers), and each of the Company, Pubco and Merger Sub understands, acknowledges and agrees that: (i) all other representations and warranties of any kind or nature, express or implied, (including but not limited to any representations and warranties as may be provided in to the Ancillary Agreementscondition, none value or quality of the Tuatara Parties nor any other Person acting on their respective behalf has made, SPAC or is makingSPAC’s assets or liabilities or prospects, any representation or warranty of merchantability, usage, suitability or fitness for any kind or nature whatsoever, oral or written, express or implied, relating to or particular purpose with respect to this Agreement SPAC’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent) are specifically disclaimed by the Company, Pubco and Merger Sub; (ii) no Person has been authorized by SPAC to make any representations or warranties relating to any of SPAC, its Subsidiaries or the business of SPAC or its Subsidiaries or otherwise in connection with the transactions contemplated hereby or thereby. None of the Tuatara Parties has made any and, if made, such representation or warrantywarranty may not be relied upon by the Company, expressed Pubco or impliedMerger Sub as having been authorized by SPAC and shall not be deemed to have been made by SPAC; and (iii) except to the extent SPAC may have so represented and warranted expressly and specifically in this Agreement or any certificate delivered in accordance with ‎Section 9.03(c), as to no representation or warranty whatsoever is or has been made by or on behalf of SPAC in respect of the accuracy or completeness of any information regarding the Tuatara Parties or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties whatsoever, oral or written, express or implied, at law or in equity, other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara Parties acknowledges and agrees that, except for the representations and warranties contained in Article 5 or as may be provided in the Ancillary Agreements, none of the Company or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company or the transactions contemplated hereunder, including in respect of the Company, the businessPubco, the operations, prospects, Merger Sub or condition (financial their respective Representatives by or otherwise), on behalf of SPAC or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article 5 or as may be provided in the Ancillary Agreements. The Tuatara Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 shall limit remedies in the event of Fraudits Representatives.

Appears in 1 contract

Samples: Tax Receivable Agreement (FAST Acquisition Corp. II)

No Additional Representations and Warranties; No Outside Reliance. Except for Each of the Company, Pubco and Merger Sub acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, operations, assets, liabilities and properties of SPAC. In making its determination to proceed with the Transactions (including the Mergers), each of the Company, Pubco and Merger Sub has relied on (a) the results of its own independent investigation and (b) the representations and warranties provided of SPAC expressly and specifically set forth in this Article 6Agreement (as modified by the Schedules) or any certificate delivered in accordance with Section 9.03(c). Each of the Company, Pubco and Merger Sub hereby acknowledges that such representations and warranties by SPAC constitute the sole and exclusive representations and warranties of SPAC to the Company, Pubco and Merger Sub in connection with the Transactions (including the Mergers), and each of the Company, Pubco and Merger Sub understands, acknowledges and agrees that: (i) all other representations and warranties of any kind or nature, express or implied, (including but not limited to any representations and warranties as may be provided in to the Ancillary Agreementscondition, none value or quality of the Tuatara Parties nor any other Person acting on their respective behalf has made, SPAC or is makingSPAC’s assets or liabilities or prospects, any representation or warranty of merchantability, usage, suitability or fitness for any kind or nature whatsoever, oral or written, express or implied, relating to or particular purpose with respect to this Agreement SPAC’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent) are specifically disclaimed by the Company, Pubco and Merger Sub; (ii) no Person has been authorized by SPAC to make any representations or warranties relating to any of SPAC, its Subsidiaries or the business of SPAC or its Subsidiaries or otherwise in connection with the transactions contemplated hereby or thereby. None of the Tuatara Parties has made any and, if made, such representation or warrantywarranty may not be relied upon by the Company, expressed Pubco or impliedMerger Sub as having been authorized by SPAC and shall not be deemed to have been made by SPAC; and (iii) except to the extent SPAC may have so represented and warranted expressly and specifically in this Agreement or any certificate delivered in accordance with Section 9.03(c), as to no representation or warranty whatsoever is or has been made by or on behalf of SPAC in respect of the accuracy or completeness of any information regarding the Tuatara Parties or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties whatsoever, oral or written, express or implied, at law or in equity, other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara Parties acknowledges and agrees that, except for the representations and warranties contained in Article 5 or as may be provided in the Ancillary Agreements, none of the Company or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company or the transactions contemplated hereunder, including in respect of the Company, the businessPubco, the operations, prospects, Merger Sub or condition (financial their respective Representatives by or otherwise), on behalf of SPAC or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article 5 or as may be provided in the Ancillary Agreements. The Tuatara Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 shall limit remedies in the event of Fraudits Representatives.

Appears in 1 contract

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

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 6‎Article 5, and the representations and warranties as may be provided in the Ancillary Agreements, none of neither the Tuatara Parties Company nor any other Person acting on of its Subsidiaries or Affiliates, nor any of their respective behalf directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or therebythereby to any VGAC Party. None of the Tuatara Parties has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Tuatara Parties or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither Neither the Company nor any other Person of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making making, any representations representation or warranties warranty of any kind or nature whatsoever, oral or written, express or implied, at law relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to any VGAC Party or any other Person (including information in equity, other than those expressly given the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to the VGAC Parties in Article this ‎Article 5 or and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Tuatara Parties Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in Article this ‎Article 5 or and as may be provided in the Ancillary Agreements. Each of the Tuatara Parties The Company acknowledges and agrees that, except for the representations and warranties contained in Article 5 ‎Article 6 or as may be provided in the Ancillary Agreements, none of the Company VGAC Parties or any of its their Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company VGAC Parties or the transactions contemplated hereunderhereunder or thereunder, including in respect of the CompanyVGAC Parties, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, information not expressly set forth in Article 5 ‎Article 6 or as may be provided in the Ancillary Agreements. The Tuatara Parties are Company is not relying on any representations or warranties other than those representations or warranties set forth in Article 5 ‎Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 ‎Section 5.26 shall limit remedies in the event of Fraudfraud.

Appears in 1 contract

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

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 65, and the representations and warranties as may be provided in the Ancillary Agreements, none of neither the Tuatara Parties Company nor any other Person acting on of its Subsidiaries or Affiliates, nor any of their respective behalf directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or therebythereby to any DSAC Party. None of the Tuatara Parties has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Tuatara Parties or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither Neither the Company nor any other Person of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making making, any representations representation or warranties warranty of any kind or nature whatsoever, oral or written, express or implied, at law relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to any DSAC Party or any other Person (including information in equity, other than those expressly given the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to the DSAC Parties in this Article 5 or and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Tuatara Parties Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 or and as may be provided in the Ancillary Agreements. Each of the Tuatara Parties The Company acknowledges and agrees that, except for the representations and warranties contained in Article 5 6 or as may be provided in the Ancillary Agreements, none of the Company DSAC Parties or any of its their Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company DSAC Parties or the transactions contemplated hereunderhereunder or thereunder, including in respect of the CompanyDSAC Parties, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, information not expressly set forth in Article 5 6 or as may be provided in the Ancillary Agreements. The Tuatara Parties are Company is not relying on any representations or warranties other than those representations or warranties set forth in Article 5 6 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 5.26 shall limit remedies in the event of Fraudfraud.

Appears in 1 contract

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

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article ‎‎Article 6, and the representations and warranties as may be provided in the Ancillary Agreements, none of the Tuatara Parties neither LIVK, nor any other Person acting on their of its respective behalf directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or therebythereby to the Company or any Holder. None Neither LIVK, nor any of the Tuatara Parties its respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made made, or is making, any representation or warranty, expressed or implied, as to the accuracy or completeness warranty of any information regarding the Tuatara Parties kind or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties nature whatsoever, oral or written, express or implied, at law relating or in equitywith respect to any information regarding LIVK or otherwise, other than those expressly given except for the representations and warranties made by LIVK to the Company in Article 5 or this ‎‎Article 6 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Tuatara Parties LIVK hereby expressly disclaims any representations or warranties other than those expressly given by the Company LIVK in Article 5 or this ‎‎Article 6 and as may be provided in the Ancillary Agreements. Each of the Tuatara Parties LIVK acknowledges and agrees that, except for the representations and warranties contained in Article ‎‎‎Article 5 or as may be provided in the Ancillary Agreements, none of the Company or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company or the transactions contemplated hereunderhereunder or thereunder, including in respect of the Company, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article ‎‎‎Article 5 or as may be provided in the Ancillary Agreements. The Tuatara Parties are LIVK is not relying on any representations or warranties other than those representations or warranties set forth in Article ‎‎Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 ‎‎Section 6.22 shall limit LIVK’s remedies in the event of Fraudfraud.

Appears in 1 contract

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

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No Additional Representations and Warranties; No Outside Reliance. Except for SPAC acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, operations, assets, liabilities and properties of the Company. In making its determination to proceed with the Transactions (including the Mergers), SPAC has relied on (i) the results of its own independent investigation and (ii) the representations and warranties provided of the Company expressly and specifically set forth in this Article 6Agreement (as modified by the SPAC Schedules) or any certificate delivered in accordance with ‎Section 9.02(c). SPAC hereby acknowledges that such representations and warranties by the Company, Pubco and Merger Sub in ‎Article IV constitute the sole and exclusive representations and warranties of the Company, Pubco and Merger Sub to SPAC in connection with the Transactions (including the Mergers), and the SPAC understands, acknowledges and agrees that: (i) all other representations and warranties of any kind or nature, express or implied, (including but not limited to any representations and warranties as may be provided in to the Ancillary Agreementscondition, none value or quality of the Tuatara Parties nor any other Person acting on their respective behalf has madeCompany, Pubco and Merger Sub or is makingthe Company’s, Pubco’s or Merger Sub’s assets or liabilities or prospects, any representation or warranty of merchantability, usage, suitability or fitness for any kind or nature whatsoever, oral or written, express or implied, relating to or particular purpose with respect to this Agreement the Company’s, Pubco’s or Merger Sub’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent) are specifically disclaimed by SPAC; (ii) no Person has been authorized by the Company, Pubco or Merger Sub to make any representations or warranties relating to any of the Company, Pubco, Merger Sub, or their respective Subsidiaries or the business of the Company, Pubco, Merger Sub or their respective Subsidiaries or otherwise in connection with the transactions contemplated hereby and, if made, such representation or thereby. None warranty may not be relied upon by SPAC as having been authorized by the Company, Pubco or Merger Sub and shall not be deemed to have been made by the Company, Pubco or Merger Sub; and (iii) except to the extent the Company, Pubco or Merger Sub may have so represented and warranted expressly and specifically in ‎Article IV or any certificate delivered in accordance with ‎Section 9.02(c), no representation or warranty whatsoever is or has been made by or on behalf of the Tuatara Parties has made any representation Company, Pubco or warranty, expressed or implied, as to Merger Sub in respect of the accuracy or completeness of any information regarding the Tuatara Parties provided to SPAC or otherwise, other than those representations and warranties expressly made in this Article 6 its Representatives by or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties whatsoever, oral or written, express or implied, at law or in equity, other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara Parties acknowledges and agrees that, except for the representations and warranties contained in Article 5 or as may be provided in the Ancillary Agreements, none of the Company or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company or the transactions contemplated hereunder, including in respect on behalf of the Company, the businessPubco, the operations, prospects, Merger Sub or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article 5 or as may be provided in the Ancillary Agreements. The Tuatara Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 shall limit remedies in the event of Fraudits Representatives.

Appears in 1 contract

Samples: Tax Receivable Agreement (FAST Acquisition Corp. II)

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 65, and the representations and warranties as may be provided in the Ancillary Agreements, none of neither the Tuatara Parties Company nor any other Person acting on of their respective behalf Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or therebythereby to BSAQ. None of the Tuatara Parties has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Tuatara Parties or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither Neither the Company nor any other Person of their respective Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making making, any representations representation or warranties warranty of any kind or nature whatsoever, oral or written, express or implied, at law relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to BSAQ or any other Person (including information in equity, other than those expressly given the Virtual Data Room or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to BSAQ in this Article 5 or and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Tuatara Parties Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 or and as may be provided in the Ancillary Agreements. Each of the Tuatara Parties acknowledges The Company and agrees Merger Sub acknowledge and agree that, except for the representations and warranties contained in Article 5 6 or as may be provided in the Ancillary Agreements, none of the Company or neither BSAQ nor any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company BSAQ or the transactions contemplated hereunderhereunder or thereunder, including in respect of the CompanyBSAQ, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, information not expressly set forth in Article 5 6 or as may be provided in the Ancillary Agreements. The Tuatara Parties are not None of the Company and Merger Sub is relying on any representations or warranties other than those representations or warranties set forth in Article 5 6 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 5.28 shall limit BSAQ’s remedies in the event of Fraudfraud.

Appears in 1 contract

Samples: Business Combination Agreement (Black Spade Acquisition Co)

No Additional Representations and Warranties; No Outside Reliance. Except for Each of the Company and Pubco acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, operations, assets, liabilities and properties of SPAC and Merger Sub. In making its determination to proceed with the Transactions (including the Mergers), each of the Company and Pubco has relied on (i) the results of its own independent investigation and (ii) the representations and warranties provided of SPAC and Merger Sub expressly and specifically set forth in this Article 6Agreement (as modified by the Schedules) or any certificate delivered in accordance with Section 9.03(c). Each of the Company and Pubco hereby acknowledges that such representations and warranties by SPAC and Merger Sub constitute the sole and exclusive representations and warranties of SPAC and Merger Sub to the Company and Pubco in connection with the Transactions (including the Mergers), and each of the Company and Pubco understands, acknowledges and agrees that: (i) all other representations and warranties of any kind or nature, express or implied, (including but not limited to any representations and warranties as may be provided in to the Ancillary Agreementscondition, none value or quality of the Tuatara Parties nor any other Person acting on their respective behalf has made, SPAC or is makingSPAC’s assets or liabilities or prospects, any representation or warranty of merchantability, usage, suitability or fitness for any kind or nature whatsoever, oral or written, express or implied, relating to or particular purpose with respect to this Agreement SPAC’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent) are specifically disclaimed by the Company and Pubco; (ii) no Person has been authorized by SPAC or Merger Sub to make any representations or warranties relating to any of SPAC, its Subsidiaries or the business of SPAC or its Subsidiaries or otherwise in connection with the transactions contemplated hereby or thereby. None of the Tuatara Parties has made any and, if made, such representation or warrantywarranty may not be relied upon by the Company or Pubco as having been authorized by SPAC or Merger Sub and shall not be deemed to have been made by SPAC or Merger Sub; and (iii) except to the extent SPAC or Merger Sub may have so represented and warranted expressly and specifically in this Agreement or any certificate delivered in accordance with Section 9.03(c), expressed no representation or implied, as to warranty whatsoever is or has been made by or on behalf of SPAC or Merger Sub in respect of the accuracy or completeness of any information regarding the Tuatara Parties or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties whatsoever, oral or written, express or implied, at law or in equity, other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara Parties acknowledges and agrees that, except for the representations and warranties contained in Article 5 or as may be provided in the Ancillary Agreements, none of the Company or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company or the transactions contemplated hereunder, including in respect of the Company, the businessPubco or their Representatives by or on behalf of SPAC, the operations, prospects, Merger Sub or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article 5 or as may be provided in the Ancillary Agreements. The Tuatara Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 shall limit remedies in the event of Fraudtheir Representatives.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Starry Holdings, Inc.)

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 6‎6, and the representations and warranties as may be provided in the Ancillary Agreements, none of the Tuatara Parties neither PAQC nor any other Person acting on their respective behalf of its directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or therebythereby to the Company or any Company Shareholder. None Neither PAQC nor any of the Tuatara Parties its directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made made, or is making, any representation or warranty, expressed or implied, as to the accuracy or completeness warranty of any information regarding the Tuatara Parties kind or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties nature whatsoever, oral or written, express or implied, at law relating or in equitywith respect to any information regarding PAQC or otherwise, other than those expressly given except for the representations and warranties made by PAQC to the Company in this Article 5 or ‎6 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Tuatara Parties PAQC hereby expressly disclaims any representations or warranties other than those expressly given by the Company PAQC in this Article 5 or ‎6 and as may be provided in the Ancillary Agreements. Each of the Tuatara Parties PAQC acknowledges and agrees that, except for the representations and warranties contained in Article 5 ‎5 or as may be provided in the Ancillary Agreements, none of the Company or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company or the transactions contemplated hereunderhereunder or thereunder, including in respect of the Company, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article 5 ‎5 or as may be provided in the Ancillary Agreements. The Tuatara Parties are PAQC is not relying on any representations or warranties other than those representations or warranties set forth in Article 5 ‎5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 shall limit the Company’ remedies in the event of Fraudfraud.

Appears in 1 contract

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

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 6, and the representations and warranties as may be provided in the Ancillary Agreements, none of the Tuatara Parties DSAC Parties, nor any other Person acting on of their respective behalf directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or therebythereby to the Company or any Company Shareholder. None of the Tuatara Parties DSAC Parties, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made made, or is making, any representation or warranty, expressed or implied, as to the accuracy or completeness warranty of any information regarding the Tuatara Parties kind or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties nature whatsoever, oral or written, express or implied, at law relating or in equitywith respect to any information regarding the DSAC Parties or otherwise, other than those expressly given except for the representations and warranties made by the DSAC Parties to the Company in this Article 5 or 6 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Tuatara DSAC Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company DSAC Parties in this Article 5 or 6 and as may be provided in the Ancillary Agreements. Each of the Tuatara DSAC Parties acknowledges and agrees that, except for the representations and warranties contained in Article 5 or as may be provided in the Ancillary Agreements, none of the Company or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company or the transactions contemplated hereunderhereunder or thereunder, including in respect of the Company, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article 5 or as may be provided in the Ancillary Agreements. The Tuatara DSAC Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 shall limit remedies in the event of Fraudfraud.

Appears in 1 contract

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

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 6‎‎Article 5, and the representations and warranties as may be provided in the Ancillary Agreements, none of neither the Tuatara Parties Company nor any other Person acting on of its Subsidiaries or Affiliates, nor any of their respective behalf directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or therebythereby to LIVK. None of the Tuatara Parties has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Tuatara Parties or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither Neither the Company nor any other Person of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making making, any representations representation or warranties warranty of any kind or nature whatsoever, oral or written, express or implied, at law relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to LIVK or any other Person (including information in equity, other than those expressly given the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to LIVK in Article this ‎‎Article 5 or and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Tuatara Parties Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in Article this ‎‎Article 5 or and as may be provided in the Ancillary Agreements. Each of the Tuatara Parties The Company acknowledges and agrees that, except for the representations and warranties contained in Article 5 ‎Article 6 or as may be provided in the Ancillary Agreements, none of the Company LIVK or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company LIVK or the transactions contemplated hereunderhereunder or thereunder, including in respect of the CompanyLIVK, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, information not expressly set forth in Article 5 ‎‎Article 6 or as may be provided in the Ancillary Agreements. The Tuatara Parties are Company is not relying on any representations or warranties other than those representations or warranties set forth in Article 5 ‎‎Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 ‎‎Section 5.26 shall limit LIVK’s remedies in the event of Fraudfraud.

Appears in 1 contract

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

No Additional Representations and Warranties; No Outside Reliance. Except for SPAC acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, operations, assets, liabilities and properties of the Company. In making its determination to proceed with the Transactions (including the Mergers), SPAC has relied on (i) the results of its own independent investigation and (ii) the representations and warranties provided of the Company expressly and specifically set forth in this Agreement (as modified by the SPAC Schedules) or any certificate delivered in accordance with Section 9.02(c). SPAC hereby acknowledges that such representations 52 and warranties by the Company, Pubco and Merger Sub in Article 6IV constitute the sole and exclusive representations and warranties of the Company, Pubco and Merger Sub to SPAC in connection with the Transactions (including the Mergers), and the SPAC understands, acknowledges and agrees that: (i) all other representations and warranties of any kind or nature, express or implied, (including but not limited to any representations and warranties as may be provided in to the Ancillary Agreementscondition, none value or quality of the Tuatara Parties nor any other Person acting on their respective behalf has madeCompany, Pubco and Merger Sub or is makingthe Company’s, Pubco’s or Merger Sub’s assets or liabilities or prospects, any representation or warranty of merchantability, usage, suitability or fitness for any kind or nature whatsoever, oral or written, express or implied, relating to or particular purpose with respect to this Agreement the Company’s, Pubco’s or Merger Sub’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent) are specifically disclaimed by SPAC; (ii) no Person has been authorized by the Company, Pubco or Merger Sub to make any representations or warranties relating to any of the Company, Pubco, Merger Sub, or their respective Subsidiaries or the business of the Company, Pubco, Merger Sub or their respective Subsidiaries or otherwise in connection with the transactions contemplated hereby and, if made, such representation or thereby. None warranty may not be relied upon by SPAC as having been authorized by the Company, Pubco or Merger Sub and shall not be deemed to have been made by the Company, Pubco or Merger Sub; and (iii) except to the extent the Company, Pubco or Merger Sub may have so represented and warranted expressly and specifically in Article IV or any certificate delivered in accordance with Section 9.02(c), no representation or warranty whatsoever is or has been made by or on behalf of the Tuatara Parties has made any representation Company, Pubco or warranty, expressed or implied, as to Merger Sub in respect of the accuracy or completeness of any information regarding the Tuatara Parties provided to SPAC or otherwise, other than those representations and warranties expressly made in this Article 6 its Representatives by or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties whatsoever, oral or written, express or implied, at law or in equity, other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara Parties acknowledges and agrees that, except for the representations and warranties contained in Article 5 or as may be provided in the Ancillary Agreements, none of the Company or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company or the transactions contemplated hereunder, including in respect on behalf of the Company, the businessPubco, the operations, prospects, Merger Sub or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article 5 or as may be provided in the Ancillary Agreements. The Tuatara Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 shall limit remedies in the event of Fraudits Representatives.

Appears in 1 contract

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

No Additional Representations and Warranties; No Outside Reliance. Except for Each of SPAC and Merger Sub acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, operations, assets, liabilities and properties of the Company. In making its determination to proceed with the Transactions (including the Mergers), each of SPAC and Merger Sub has relied on (i) the results of its own independent investigation and (ii) the representations and warranties provided of the Company expressly and specifically set forth in this Article 6Agreement (as modified by the SPAC Schedules) or any certificate delivered in accordance with Section 9.02(c). Each of SPAC and Merger Sub hereby acknowledges that such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company to SPAC and Merger Sub in connection with the Transactions (including the Mergers), and the each of SPAC and Merger Sub understands, acknowledges and agrees that: (i) all other representations and warranties of any kind or nature, express or implied, (including but not limited to any representations and warranties as may be provided in to the Ancillary Agreementscondition, none value or quality of the Tuatara Parties nor any other Person acting on their respective behalf has made, Company or is makingthe Company’s assets or liabilities or prospects, any representation or warranty of merchantability, usage, suitability or fitness for any kind or nature whatsoever, oral or written, express or implied, relating to or particular purpose with respect to this Agreement the Company’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent) are specifically disclaimed by each of SPAC and Merger Sub; (ii) no Person has been authorized by the Company to make any representations or warranties relating to any of the Company, its Subsidiaries or the business of the Company or its Subsidiaries or otherwise in connection with the transactions contemplated hereby and, if made, such representation or thereby. None warranty may not be relied upon by SPAC and Merger Sub as having been authorized by the Company and shall not be deemed to have been made by the Company; and (iii) except to the extent the Company may have so represented and warranted expressly and specifically in this Agreement or any certificate delivered in accordance with Section 9.02(c), no representation or warranty whatsoever is or has been made by or on behalf of the Tuatara Parties has made any representation Company or warranty, expressed or implied, as to Pubco in respect of the accuracy or completeness of any information regarding the Tuatara Parties provided to SPAC, Merger Sub or otherwise, other than those representations and warranties expressly made in this Article 6 their Representatives by or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties whatsoever, oral or written, express or implied, at law or in equity, other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company in Article 5 or as may be provided in the Ancillary Agreements. Each of the Tuatara Parties acknowledges and agrees that, except for the representations and warranties contained in Article 5 or as may be provided in the Ancillary Agreements, none on behalf of the Company or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company or the transactions contemplated hereunder, including in respect of the Company, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article 5 or as may be provided in the Ancillary Agreements. The Tuatara Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 shall limit remedies in the event of FraudRepresentatives.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Starry Holdings, Inc.)

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 6‎Article 5, and the representations and warranties as may be provided in the Ancillary Agreements, none of neither the Tuatara Parties Company nor any other Person acting on of its Subsidiaries or Affiliates, nor any of their respective behalf directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or therebythereby to any Silver Spike Party. None of the Tuatara Parties has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Tuatara Parties or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither Neither the Company nor any other Person of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making making, any representations representation or warranties warranty of any kind or nature whatsoever, oral or written, express or implied, at law relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to any Silver Spike Party or any other Person (including information in equity, other than those expressly given the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to the Silver Spike Parties in Article this ‎Article 5 or and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Tuatara Parties Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in Article this ‎Article 5 or and as may be provided in the Ancillary Agreements. Each of the Tuatara Parties The Company acknowledges and agrees that, except for the representations and warranties contained in Article 5 ‎Article 6 or as may be provided in the Ancillary Agreements, none of the Company Silver Spike Parties or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company Silver Spike Parties or the transactions contemplated hereunderhereunder or thereunder, including in respect of the CompanySilver Spike Parties, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, information not expressly set forth in Article 5 ‎Article 6 or as may be provided in the Ancillary Agreements. The Tuatara Parties are Company is not relying on any representations or warranties other than those representations or warranties set forth in Article 5 ‎Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 ‎Section 5.26 shall limit the Silver Spike Parties’ remedies in the event of Fraud.

Appears in 1 contract

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

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 6, and the representations and warranties as may be provided in the Ancillary Agreements, none of the Tuatara Parties neither BSAQ nor any other Person acting on their respective behalf of its directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or therebythereby to the Company or any Company Shareholder. None Neither BSAQ nor any of the Tuatara Parties its directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made made, or is making, any representation or warranty, expressed or implied, as to the accuracy or completeness warranty of any information regarding the Tuatara Parties kind or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties nature whatsoever, oral or written, express or implied, at law relating or in equitywith respect to any information regarding BSAQ or otherwise, other than those expressly given except for the representations and warranties made by BSAQ to the Company in this Article 5 or 6 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Tuatara Parties BSAQ hereby expressly disclaims any representations or warranties other than those expressly given by the Company BSAQ in this Article 5 or 6 and as may be provided in the Ancillary Agreements. Each of the Tuatara Parties BSAQ acknowledges and agrees that, except for the representations and warranties contained in Article 5 or as may be provided in the Ancillary Agreements, none of the Company or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company or the transactions contemplated hereunderhereunder or thereunder, including in respect of the Company, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article 5 or as may be provided in the Ancillary Agreements. The Tuatara Parties are BSAQ is not relying on any representations or warranties other than those representations or warranties set forth in Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 6.22 shall limit the Company’s remedies in the event of Fraudfraud.

Appears in 1 contract

Samples: Business Combination Agreement (Black Spade Acquisition Co)

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