No Additional Representations; Non-Reliance Sample Clauses

No Additional Representations; Non-Reliance. (a) Each of the Partnership, Partnership GP and Partnership Managing GP acknowledges that neither Parent, the Parent GP nor Merger Sub makes any representation or warranty as to any matter whatsoever except as expressly set forth in Article IV or in any certificate delivered by Parent, the Parent GP or Merger Sub to the Partnership in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that neither Parent, the Parent GP nor Merger Sub makes any representation or warranty with respect to (i) any projections, estimates, forecasts, plans, results, prospects or budgets delivered or made available to the Partnership, the Partnership GP or Partnership Managing GP (or any of their respective affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of Parent and its Subsidiaries or (ii) the future business and operations of Parent and its Subsidiaries, including as to the accuracy or completeness thereof and the reasonableness of the assumptions underlying such projections, estimates, forecasts, plans, results, prospects or budgets, and none of the Partnership, Partnership GP or Partnership Managing GP have relied on such information or any other representation or warranty not set forth in Article IV.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
No Additional Representations; Non-Reliance. Such Investor acknowledges and agrees that, except as expressly set forth in Article III, no Person is making or has made any other written or oral representation or warranty, express or implied, of any nature whatsoever, with respect to the Company or its Subsidiaries or the transactions contemplated hereby, and the such Investor disclaims that it is relying on or has relied on any such representation or warranty as an inducement to enter into this Agreement or otherwise.
Sample 1Sample 2See All (5)
No Additional Representations; Non-Reliance. (a) The Partnership acknowledges that neither Parent nor Merger Sub makes any representation or warranty as to any matter whatsoever except as expressly set forth in Article IV or in any certificate delivered by Parent or Merger Sub to the Partnership in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that neither Parent nor Merger Sub makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered or made available to the Partnership (or any of their respective affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of Parent and its Subsidiaries or (ii) the future business and operations of Parent and its Subsidiaries, and the Partnership has not relied on such information or any other representation or warranty not set forth in Article IV.
Sample 1Sample 2See All (4)
No Additional Representations; Non-Reliance. Such Purchaser acknowledges and agrees that, except as expressly set forth in Section 5, no Person is making or has made any other written or oral representation or warranty, express or implied, of any nature whatsoever, with respect to the Company or its Subsidiaries or the transactions contemplated hereby, and such Purchaser disclaims that it is relying on or has relied on any such representation or warranty as an inducement to enter into this Agreement or otherwise.
Sample 1Sample 2Sample 3
No Additional Representations; Non-Reliance. Except for the specific representations and warranties expressly made by the Company in Article III, (a) neither Company, its Subsidiaries nor any Securityholder makes and has not made any representation or warranty, express or implied, at Law or in equity, in respect of the Company and its Subsidiaries, or their assets, liabilities, operations, prospects or conditions (financial or otherwise) or any other matter, including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business of the Company, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) furnished to Parent or its representatives or made available to Parent and its representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transaction, or in respect of any other matter or thing whatsoever, and (b) no officer, agent, representative or employee of Company or its Subsidiaries has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided. Parent is engaging in the transactions contemplated hereby subject only to the specific representations and warranties contained in Article III, as further limited by the specifically bargained-for exclusive remedies (subject to Section 8.10) as set forth in this Article VIII. In addition, the Company for itself and for its Subsidiaries and Securityholders has disclaimed and does hereby disclaim any representation or warranty made by any Person that is not contained in Article III. Parent agrees (y) that it relies upon or has relied upon any representations or warranties not contained in Article III that may have been made by any Person, and (z) that Company has any obligation or duty to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties not contained in Article III.
Sample 1Sample 2
No Additional Representations; Non-Reliance. Except for the specific representations and warranties expressly made by the Target in this Agreement or the Disclosure Schedules, (a) the Target does not make and has not made any representation or warranty, express or implied, at Law or in equity, in respect of the Target, the Target’s assets or businesses, or any other related assets, liabilities, operations, prospects or conditions (financial or otherwise),
Sample 1Sample 2
No Additional Representations; Non-Reliance. In connection with its decision to enter into this Agreement and the transactions contemplated hereby, Buyer and/or its Representatives have inspected and conducted, or will inspect and conduct prior to the Closing Date, such reasonable independent review, investigation and analysis (financial and otherwise) of the Acquired Companies and the Properties as desired by Buyer. The purchase of the Securities by Buyer and the consummation of the transactions contemplated hereby by Buyer are not done in reliance upon any representation or warranty by, or information from, Seller, any Acquired Company or any of their respective Affiliates, owners, managers, employees or Representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article IV and qualified by the Seller Disclosure Schedules, and Buyer acknowledges that Seller expressly disclaims any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of, and Buyer will rely solely upon, Buyer’s own investigation, analysis, valuations, projections, diligence, judgment and assessment of the Acquired Companies, the Properties and the present and potential value and earning power of the Acquired Companies, as well as those representations and warranties by Seller specifically and expressly set forth in Article IV and qualified by the Seller Disclosure Schedules. Buyer acknowledges that Seller has not made any representations or warranties regarding the probable success or profitability of any Acquired Company or its business and that Buyer is not relying on any representations or warranties of Seller, including those set forth in Article IV, with respect to the post-Closing operation of any Acquired Company or its business or properties. Buyer further acknowledges and agrees that none of Seller, the Acquired Companies, any of their respective Affiliates or any owners, managers, employees or Representatives of any of the foregoing (a) has been authorized to make, has made or will be deemed to have made (and Buyer and its Affiliates have not relied on) any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Acquired Companies or their businesses, properties or assets, or the transactions contemplated hereby except as specifically ...
Sample 1
AutoNDA by SimpleDocs
No Additional Representations; Non-Reliance. Buyer acknowledges that it and its Representatives have been permitted full and complete access to the office, properties, books and records, Contracts and other documents and data related to the Business that Buyer and its Representatives have requested to review, and that Buyer and its Representatives have had a full opportunity to meet with officers and employees of Seller to discuss the Business, the Purchased Assets and the Assumed Liabilities. Buyer acknowledges that, except as expressly set forth in Article III (as qualified by the Disclosure Schedules), none of Seller, any Affiliate of Seller, or any other Person has made or makes any representation or warranty, expressed or implied, either written or oral, regarding the Business, the Purchased Assets, the Assumed Liabilities or the accuracy or completeness of any information furnished or made available to Buyer and its Representatives and none of Seller, any Subsidiary or Affiliate of Seller or any other Person shall have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its Representatives, or Buyer’s use of, any information, documents or material made available to Buyer and its Representatives in certain virtual or physical “data rooms,” visits to any offices, or in any other form in expectation of the transactions contemplated by this Agreement. Except for the representations and warranties contained in Article III (as qualified by the Disclosure Schedules), Buyer has not relied on any representation or warranty from Seller, any Affiliate of Seller or any other Person with respect to the Purchased Assets or any aspect of the Business, or the accuracy and/or the completeness of any information regarding the Purchased Assets, the Assumed Liabilities or the Business made available to Buyer and its Representatives in determining whether to enter into this Agreement.
Sample 1

Related to No Additional Representations; Non-Reliance

  • No Additional Representations The Company acknowledges that the Purchaser makes no representations or warranties as to any matter whatsoever except as expressly set forth in this Agreement or in any certificate delivered by the Purchaser to the Company in accordance with the terms hereof and thereof.

  • Additional Representation Section 3 is amended by the addition at the end thereof of the following additional representations (provided that the representation in Section 3(h) will be made by Party A only):

  • Additional Representations Section 3 is hereby amended by adding at the end thereof the following Subparagraphs:

  • No Additional Representations and Warranties Except as otherwise expressly provided in this Article IV (as modified by the Company Schedules), the Company expressly disclaims any representations or warranties of any kind or nature, express or implied, including as to the condition, value or quality of the Company or the Company’s assets, and the Company specifically disclaims any representation or warranty with respect to merchantability, usage, suitability or fitness for any particular purpose with respect to the Company’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent, it being understood that such subject assets are being acquired “as is, where is” on the Closing Date, and in their present condition, and Acquiror and Merger Sub shall rely on their own examination and investigation thereof. None of the Company’s Affiliates or any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to Acquiror or its Affiliates, and no such party shall be liable in respect of the accuracy or completeness of any information provided to Acquiror or its Affiliates.

  • No Additional Representation or Warranties Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

  • Additional Representations, Warranties and Covenants Borrowers and Guarantors, jointly and severally, represent, warrant and covenant with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrowers:

  • General Representations Each Party hereby represents and warrants to the other Party as follows:

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Collateral Representations No Person other than the Credit Parties, owns or has other rights in the Collateral, and the Collateral is valid and genuine Collateral, free from any Lien of any kind, other than the Lien of Lender and Permitted Liens.

Time is Money Join Law Insider Premium to draft better contracts faster.