No Additional Representations or Warranties. Except as provided in this Article 7, Article 5 or as set forth in any Ancillary Agreement, neither Merger Sub 1 nor any of its Affiliates, nor any of their respective directors, managers, officers, employees, direct or indirect equityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company, Merger Sub 2, HoldCo or any of their respective Affiliates, and no such Person shall be liable in respect of the accuracy or completeness of any information provided to the Company, Merger Sub 2, HoldCo or any of their respective Affiliates. Without limiting the foregoing, the Company acknowledges that the Company, Merger Sub 2 and HoldCo and their advisors, have made their own investigation of Merger Sub 1 and, except as provided in this Article 7, Article 5 or as set forth in any Ancillary Agreement, 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 Merger Sub 1, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Merger Sub 1 as conducted after the Closing, as contained in any materials provided by Merger Sub 1 or any of its Affiliates or any of its directors, officers, employees, shareholders, partners, members or representatives or otherwise.
Appears in 2 contracts
Samples: Business Combination Agreement (Eleusis Inc.), Business Combination Agreement (Silver Spike Acquisition Corp II)
No Additional Representations or Warranties. Except as provided in this Article 74, Article 5 6 or as set forth in any Ancillary Agreement, neither Merger Sub 1 the Company nor any of its Affiliates, nor any of their respective directors, managers, officers, employees, direct or indirect equityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the CompanySPAC, Merger Sub 21, HoldCo the Sponsor or any of their respective Affiliates, and no such Person shall be liable in respect of the accuracy or completeness of any information provided to the CompanySPAC, Merger Sub 21, HoldCo the Sponsor or any of their respective Affiliates. Without limiting the foregoing, the Company SPAC acknowledges that the CompanySPAC, Merger Sub 2 and HoldCo 1, the Sponsor and their advisors, have made their own investigation of Merger Sub 1 the Company and its Subsidiaries and, except as provided in this Article 74, Article 5 6 or as set forth in any Ancillary Agreement, 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 Merger Sub 1the Company or any of its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Merger Sub 1 the Company as conducted after the Closing, as contained in any materials provided by Merger Sub 1 the Company or any of its Affiliates or any of its directors, officers, employees, shareholders, partners, members or representatives or otherwise.
Appears in 2 contracts
Samples: Business Combination Agreement (Eleusis Inc.), Business Combination Agreement (Silver Spike Acquisition Corp II)
No Additional Representations or Warranties. Except as provided in this Article 76, Article 5 4 or as set forth in any Ancillary Agreement, neither none of HoldCo, Merger Sub 1 nor 2 or any of its their respective Affiliates, nor any of their respective directors, managers, officers, employees, direct or indirect equityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the CompanySPAC, Merger Sub 21, HoldCo the Sponsor or any of their respective Affiliates, and no such Person shall be liable in respect of the accuracy or completeness of any information provided to the CompanySPAC, Merger Sub 21, HoldCo the Sponsor or any of their respective Affiliates. Without limiting the foregoing, the Company SPAC acknowledges that the CompanySPAC, Merger Sub 2 and HoldCo 1, the Sponsor and their advisors, have made their own investigation of HoldCo and Merger Sub 1 2 and, except as provided in this Article 76, Article 5 4 or as set forth in any Ancillary Agreement, 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 HoldCo or Merger Sub 12, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Merger Sub 1 HoldCo or any of its Subsidiaries as conducted after the Closing, as contained in any materials provided by Merger Sub 1 HoldCo or any of its Affiliates or any of its directors, officers, employees, shareholders, partners, members or representatives or otherwise.
Appears in 2 contracts
Samples: Business Combination Agreement (Eleusis Inc.), Business Combination Agreement (Silver Spike Acquisition Corp II)
No Additional Representations or Warranties. Except as provided in this Article 7, Article 5 or as set forth in any Ancillary AgreementIV, neither Acquiror, Merger Sub 1 Sub, nor any of its their Affiliates, nor any of their respective directors, managers, officers, employees, direct or indirect equityholders, partners, members or representatives Representatives has made, or is making, any representation or warranty whatsoever to the Company, Merger Sub 2its Subsidiaries or holders of Company Capital Stock and except as provided in Article IV, HoldCo or any of their respective Affiliates, and no such Person party shall be liable in respect of the accuracy or completeness of any information provided to the Company, Merger Sub 2, HoldCo its Subsidiaries or any holders of Company Capital Stock or their respective Affiliates. Without limiting the foregoing, the Company acknowledges that the Company, Merger Sub 2 and HoldCo and their together with its advisors, have made their own investigation of Acquiror and Merger Sub 1 and, except as provided in this Article 7IV, Article 5 or as set forth in any Ancillary Agreement, are is not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror or Merger Sub 1Sub, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror or Merger Sub 1 as conducted after the Closing, as contained in any materials provided by Acquiror or Merger Sub 1 or any of its their respective Affiliates or any of its directors, officers, employees, shareholderstheir respective stockholders, partners, members or representatives Representatives or otherwise.
Appears in 1 contract
Samples: Merger Agreement (CF Finance Acquisition Corp. III)
No Additional Representations or Warranties. Except as provided in this Article 7IV (or, Article 5 or as set forth in any Ancillary the case of Investor, in the Investor Subscription Agreement), neither Merger Sub 1 the Company nor any of its Affiliates, nor Investor nor any of its Affiliates, nor any of their respective directors, managers, officers, employees, direct or indirect equityholdersstockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company, Acquiror or Merger Sub 2, HoldCo or any of their respective Affiliates, Affiliates and no such Person party shall be liable in respect of the accuracy or completeness of any information provided to the Company, Acquiror or Merger Sub 2, HoldCo or any of their respective Affiliates. Without limiting the foregoing, the Company acknowledges that the Company, Acquiror and Merger Sub 2 acknowledge that Acquiror and HoldCo Merger Sub and their respective advisors, have made their own investigation of Merger Sub 1 the Company and its Subsidiaries, and of Investor and its Affiliates, and, except as provided in this Article 7IV (or, Article 5 or as set forth in any Ancillary the case of Investor, in the Investor Subscription Agreement), 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 Merger Sub 1the Company or any of its Subsidiaries, or of Investor or its Affiliates, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Merger Sub 1 the Company and its Subsidiaries, or of Investor or its Affiliates, as conducted after the Closing, as contained in any materials provided by Merger Sub 1 the Company any of its Affiliates, or by Investor or any of its Affiliates Affiliates, or any of its their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.
Appears in 1 contract