Common use of No Additional Representations Clause in Contracts

No Additional Representations. Parent acknowledges and agrees that except as expressly set forth in this Agreement, neither the Company nor any of the Company Subsidiaries nor any of their Representatives has made any representation or warranty, express or implied, to Parent or any of its representatives in connection with this Agreement, the Offer, the Merger or any of the other transactions contemplated hereby. Without limiting the generality of the foregoing, Parent acknowledges and agrees that neither the Company nor any of the Company Subsidiaries nor any of their Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company or any of the Company Subsidiaries made available to Parent and its representatives, except as expressly set forth in this Agreement, and neither the Company nor any other person shall be subject to any liability to Parent or any other person, resulting from the Company’s having made available to Parent or its Representatives such information, including in the “data room,” management presentations (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, neither the Company nor any of the Company Subsidiaries nor any of their Representatives makes any representation or warranty to Parent with respect to any financial projection or forecast relating to the Company or any of the Company Subsidiaries.

Appears in 6 contracts

Samples: Merger Agreement (Somanetics Corp), Merger Agreement (Covidien PLC), Merger Agreement (Somanetics Corp)

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No Additional Representations. Parent acknowledges and agrees that except as expressly set forth in this Agreement, neither the Company nor any of the Company Subsidiaries nor any of their respective Representatives (as defined herein) has made any representation or warranty, express or implied, to Parent or any of its representatives in connection with this Agreement, the Offer, the Merger or any of the other transactions contemplated herebyhereby or thereby. Without limiting the generality of the foregoing, Parent acknowledges and agrees that neither the Company nor any of the Company Subsidiaries nor any of their Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company or any of the Company Subsidiaries made available to Parent and its representatives, except as expressly set forth in this Agreement, and neither the Company nor any other person shall not be subject to any liability to Parent or any other person, resulting from the Company’s having made available to Parent or its Representatives representatives such information, including in the “data room,” management presentations (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, neither the Company nor any of the Company Subsidiaries nor any of their Representatives makes any representation or warranty to Parent with respect to any financial projection or forecast relating to the Company or any of the Company Subsidiaries.

Appears in 3 contracts

Samples: Merger Agreement (Covidien PLC), Merger Agreement (Covidien Delaware Corp.), Merger Agreement (Power Medical Interventions, Inc.)

No Additional Representations. Parent acknowledges (a) Except for the representations and agrees that except as expressly set forth warranties made by Company in this AgreementArticle III, neither the Company nor any of other Person makes any express or implied representation or warranty with respect to Company or its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Company Subsidiaries nor any of their Representatives other Person makes or has made any representation or warrantywarranty to Purchaser, Purchaser or any of their Affiliates or Representatives with respect to (i) except for the representations and warranties made by Company in this Article III, any financial projection, forecast, estimate, budget or prospect information relating to Company, any of its Subsidiaries or their respective businesses or (ii) except for the representations and warranties made by Company in this Article III, any oral or written information presented to Purchaser, Purchaser or any of their Affiliates or Representatives in the course of their due diligence investigation of Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, Company acknowledges and agrees that none of Purchaser, Purchaser or any other Person has made or is making any representations or warranties relating to Purchaser or Purchaser whatsoever, express or implied, to Parent or beyond those expressly given by Purchaser in Article IV hereof, including any of its representatives in connection with this Agreement, the Offer, the Merger or any of the other transactions contemplated hereby. Without limiting the generality of the foregoing, Parent acknowledges and agrees that neither the Company nor any of the Company Subsidiaries nor any of their Representatives has made any implied representation or warranty, express or implied, warranty as to the accuracy or completeness of any information regarding the Purchaser or Purchaser furnished or made available to Company or any of the Company Subsidiaries made available to Parent and its representatives, except as expressly set forth in this Agreement, and neither the Company nor any other person shall be subject to any liability to Parent or any other person, resulting from the Company’s having made available to Parent or its Representatives such information, including in the “data room,” management presentations (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, neither the Company nor any of the Company Subsidiaries nor any of their Representatives makes any representation or warranty to Parent with respect to any financial projection or forecast relating to the Company or any of the Company SubsidiariesRepresentatives.

Appears in 3 contracts

Samples: Merger Agreement (Iberiabank Corp), Merger Agreement (Iberiabank Corp), Merger Agreement (Iberiabank Corp)

No Additional Representations. The Parent acknowledges and agrees that except as expressly set forth in Article III of this Agreement, neither the Company nor any of the Company its Subsidiaries nor any of their Representatives has made any representation or warranty, express or implied, to the Parent or any of its representatives in connection with this Agreement, the Offer, the Merger or any of the other transactions contemplated hereby. Without limiting the generality of the foregoing, the Parent acknowledges and agrees that neither the Company nor any of the Company its Subsidiaries nor any of their Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company or any of the Company its Subsidiaries made available to the Parent and its representatives, except as expressly set forth in Article III of this Agreement, and neither the Company nor any other person Person shall be subject to any liability to the Parent or any other personPerson, resulting from the Company’s having made available to the Parent or its Representatives representatives such information, including in the “data room,” management presentations (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, neither the Company nor any of the Company its Subsidiaries nor any of their Representatives makes any representation or warranty to the Parent with respect to any financial projection or forecast relating to the Company or any of the Company its Subsidiaries.

Appears in 3 contracts

Samples: Merger Agreement (Aspect Medical Systems Inc), Merger Agreement (Aspect Medical Systems Inc), Merger Agreement (Covidien PLC)

No Additional Representations. (a) Except for the representations and warranties made by Parent in this Article IV, Neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent, its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Parent hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, Neither Parent nor other Person makes or has made any representation or warranty to the Company or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Subsidiaries or their respective businesses or (ii) except for the representations and warranties made by Parent in this Article IV, any oral or written information presented to the Company or any of its affiliates or representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that except as expressly set forth in this Agreement, neither the Company nor any of other Person has made or is making any representations or warranties relating to the Company Subsidiaries nor any of their Representatives has made any representation or warrantywhatsoever, express or implied, beyond those expressly given by the Company in Article III hereof, including any implied representation or warranty as to the accuracy available to Parent or any of its representatives in connection with this Agreement, the Offer, the Merger or any of the other transactions contemplated herebyrepresentatives. Without limiting the generality of the foregoing, Parent acknowledges and agrees that neither the Company nor any of the Company Subsidiaries nor any of their Representatives has no representations or warranties are made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company or any of the Company Subsidiaries made available to Parent and its representatives, except as expressly set forth in this Agreement, and neither the Company nor any other person shall be subject with respect to any liability to Parent projections, forecasts, estimates, budgets or any other person, resulting from the Company’s having prospect information that may have been made available to Parent or its Representatives such information, including in the “data room,” management presentations (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, neither the Company nor any of the Company Subsidiaries nor any of their Representatives makes any representation or warranty to Parent with respect to any financial projection or forecast relating to the Company or any of the Company Subsidiariesits representatives.

Appears in 2 contracts

Samples: Merger Agreement (Columbia Banking System Inc), Merger Agreement (Intermountain Community Bancorp)

No Additional Representations. Parent acknowledges (a) Except for the representations and agrees that except as expressly set forth warranties made by the Company in this AgreementArticle III, neither the Company nor any of other Person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company Subsidiaries hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any of their Representatives other Person makes or has made any representation or warranty, express or implied, warranty to Parent or any of its or their affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesses or (ii) except for the representations and warranties made by the Company in connection with this AgreementArticle III, the Offer, the Merger any oral or written information presented to Parent or any of its affiliates or representatives in the other course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agrees that none of Parent or any other Person has made or is making any representations or warranties relating to Parent whatsoever, express or implied, beyond those expressly given by Parent in Article IV hereof, including any implied representation or warranty as to the accuracy of any information made available to the Company or any of its representatives. Without limiting the generality of the foregoing, Parent acknowledges and agrees that neither the Company nor any of the Company Subsidiaries nor any of their Representatives has acknowledges that no representations or warranties are made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company or any of the Company Subsidiaries made available to Parent and its representatives, except as expressly set forth in this Agreement, and neither the Company nor any other person shall be subject to any liability to Parent or any other person, resulting from the Company’s having made available to Parent or its Representatives such information, including in the “data room,” management presentations (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, neither the Company nor any of the Company Subsidiaries nor any of their Representatives makes any representation or warranty to Parent with respect to any financial projection projections, forecasts, estimates, budgets or forecast relating prospect information that may have been made available to the Company or any of the Company Subsidiariesits representatives.

Appears in 2 contracts

Samples: Merger Agreement (Columbia Banking System Inc), Merger Agreement (Intermountain Community Bancorp)

No Additional Representations. (a) Parent acknowledges that it and agrees that except its Representatives (as expressly set forth in this Agreementhereinafter defined) have received access to such books and records, neither the Company nor any facilities, equipment, contracts and other assets of the Company Subsidiaries nor any of their which it and its Representatives has made any representation have desired or warrantyrequested to review, express or implied, and that it and its Representatives have had full opportunity to Parent or any of its representatives in connection meet with this Agreement, the Offer, the Merger or any management of the other transactions contemplated hereby. Without limiting Company and to discuss the generality business and assets of the foregoing, Company. (b) Parent acknowledges and agrees that neither the Company nor any of the Company Subsidiaries nor any of their Representatives person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or any of the Company Subsidiaries made available to Parent and its representatives, Representatives except as expressly set forth in Article III (which includes the Company Disclosure Schedule and the Company SEC Documents), and, subject to and without limiting any rights under this Agreement with respect to the representations and warranties made by the Company in this Agreement, and neither the Company nor any other person shall be subject to any liability to Parent or any other person, person resulting from the Company’s having making available to Parent or Parent’s use of such information, including any information, documents or material made available to Parent or its Representatives such informationin the due diligence materials provided to Parent, including in the “data room,” other management presentations (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, neither but subject to and without limiting any rights with respect to the representations and warranties made by the Company nor any of in this Agreement, the Company Subsidiaries nor any of their Representatives makes any no representation or warranty to Parent with respect to any financial projection or forecast relating to the Company or any of the Company its Subsidiaries.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Dresser-Rand Group Inc.)

No Additional Representations. Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that except as expressly set forth in this Agreement, neither the Company nor any of the Company Subsidiaries nor any of their Representatives other Person has made or is making any representation representations or warrantywarranties relating to Company whatsoever, express or implied, to Parent except those expressly given by Company in Article III hereof or as may be expressly stated in writing in any of its representatives in connection with this Agreementcertificate specified hereunder, the Offer, the Merger or and Company is expressly disclaiming any of the other transactions contemplated hereby. Without limiting the generality of the foregoing, Parent acknowledges and agrees that neither the Company nor any of the Company Subsidiaries nor any of their Representatives has made any implied representation or warranty, express or implied, warranty as to the accuracy or completeness of any information regarding the Company furnished or any of the Company Subsidiaries made available to Parent and its representatives, except as expressly set forth in this Agreement, and neither the Company nor any other person shall be subject to any liability to Parent or any other person, resulting from the Company’s having made available to Parent or any of its Representatives such informationRepresentatives, including in with respect to the “data room,” management presentations (formal execution and delivery of this Agreement or informal) or in any other form in connection with the transactions contemplated by this Agreementhereby, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, neither the Company nor any each of the Company Subsidiaries nor any of their Representatives makes any representation Parent and Merger Sub acknowledges that, no representations or warranty to Parent warranties are made with respect to (i) any financial projection projection, forecast, estimate, budget or forecast prospect information relating to Parent or Merger Sub or their respective businesses or (ii) except for the representations and warranties made by Parent and Merger Sub in this Article IV or as may be expressly stated in writing in any certificate specified hereunder, any oral or written information presented to Company or any of its Affiliates or Representatives in the Company Subsidiariescourse of their due diligence of Parent and Merger Sub, the negotiation of this Agreement or in the course of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (McKesson Corp), Merger Agreement (PSS World Medical Inc)

No Additional Representations. Parent acknowledges and agrees Purchaser acknowledge and agree that they, along with their Representatives, have conducted their own independent investigation, review and analysis of the business, operations, assets, Liabilities and prospects of the Company and its Subsidiaries. Parent and Purchaser acknowledge that they and their Representatives have been provided access to the personnel, properties, premises and records of the Company and its Subsidiaries for such purposes. In entering into this Agreement, Parent and Purchaser acknowledge that they have not relied on any factual representations of the Company or its Representatives, except as expressly for the specific representations and warranties of the Company set forth in this Agreement, neither the Company nor any of the Company Subsidiaries nor any of their Representatives has made any representation or warranty, express or implied, to Parent or any of its representatives in connection with this Agreement, the Offer, the Merger or any of the other transactions contemplated hereby. Without limiting the generality of the foregoing, Parent acknowledges and agrees that neither the Company nor any of the Company Subsidiaries nor any of their Representatives Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or any of the Company Subsidiaries made available to Parent and its representatives, Representatives except as expressly set forth in this Agreementherein, and neither the Company nor any other person Person shall be subject to any liability to Parent or any other person, Person resulting from the Company’s having making available to Parent or Parent’s use of such information, or any information, documents or material made available to Parent or its Representatives such informationin the diligence materials provided to Parent, including in the “data room,” management presentations (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, neither the Company nor any of the Company Subsidiaries nor any of their Representatives makes any no representation or warranty to Parent with respect to any financial projection or forecast relating to the Company or any of the Company its Subsidiaries.

Appears in 2 contracts

Samples: Merger Agreement (American Fiber Systems, Inc.), Merger Agreement (Fibernet Telecom Group Inc\)

No Additional Representations. Parent acknowledges and agrees that except as expressly set forth in Section 3 of this Agreement, neither the Company nor any none of the Company Subsidiaries Acquired Corporations nor any of their Representatives has made any representation or warranty, express or implied, to Parent or any of its representatives in connection with this Agreement, the Offer, the Merger Agreement or any of the other transactions contemplated herebyContemplated Transactions. Without limiting the generality of the foregoing, Parent acknowledges and agrees that neither none of the Company Acquired Companies nor any of the Company Subsidiaries nor any of their Representatives other person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company or any of the Company Subsidiaries Acquired Corporations furnished or made available to Parent and its representatives, except as expressly set forth in Section 3 of this Agreement, and neither the Company nor any other person shall be subject to any liability to Parent or any other person, resulting from the Company’s having made available Made Available to Parent or of its Representatives such information, including in the “data room,” management presentations (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, neither the Company nor any none of the Company Subsidiaries nor Acquired Corporations or any of their Representatives person makes any representation or warranty to Parent with respect to any financial projection or forecast relating to the Company or any of the Company SubsidiariesAcquired Corporations. Notwithstanding the foregoing, nothing contained in this Agreement shall limit, or constitute a waiver of, any right of Parent to bring a claim, or obtain any remedy for, any fraudulent acts or omissions or intentional misrepresentations whether or not contained in the representations or warranties of the Acquired Corporations under this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Gilead Sciences Inc)

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No Additional Representations. Parent acknowledges (a) Except for the representations and agrees that except as expressly set forth warranties made by Company in this AgreementArticle III, neither the Company nor any of other Person makes any express or implied representation or warranty with respect to Company or its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Company Subsidiaries nor any of their Representatives other Person makes or has made any representation or warrantywarranty to Parent, Merger Sub or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Company, any of its Subsidiaries or their respective businesses or (ii) except for the representations and warranties made by Company in this Article III, any oral or written information presented to Parent, Merger Sub or any of their Affiliates or Representatives in the course of their due diligence of Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, Company acknowledges and agrees that none of Parent, Merger Sub or any other Person has made or is making any representations or warranties relating to Parent, or Merger Sub whatsoever, express or implied, to beyond those expressly given by Parent or in Article IV hereof, including any of its representatives in connection with this Agreement, the Offer, the Merger or any of the other transactions contemplated hereby. Without limiting the generality of the foregoing, Parent acknowledges and agrees that neither the Company nor any of the Company Subsidiaries nor any of their Representatives has made any implied representation or warranty, express or implied, warranty as to the accuracy or completeness of any information regarding the Parent or Merger Sub furnished or made available to Company or any of the Company Subsidiaries made available to Parent and its representatives, except as expressly set forth in this Agreement, and neither the Company nor any other person shall be subject to any liability to Parent or any other person, resulting from the Company’s having made available to Parent or its Representatives such information, including in the “data room,” management presentations (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, neither the Company nor any of the Company Subsidiaries nor any of their Representatives makes any representation or warranty to Parent with respect to any financial projection or forecast relating to the Company or any of the Company SubsidiariesRepresentatives.

Appears in 1 contract

Samples: Merger Agreement (Syniverse Technologies Inc)

No Additional Representations. Parent acknowledges and agrees that Merger Sub agree and acknowledge that, except as expressly set forth for the representations and warranties contained in this AgreementArticle 3, neither the Company nor any other Person makes any other express or implied representation or warranty on behalf of the Company Subsidiaries nor or any of their Representatives has made its Affiliates. Parent and Merger Sub agree and acknowledge that in making the decision to enter into this Agreement and consummate the transactions contemplated by this Agreement, Parent and Merger Sub have relied exclusively on the express representations and warranties contained in Article 3 and have not relied on any other representation or warranty, express or implied, to . Parent or any of its representatives in connection with this Agreement, the Offer, the and Merger or any of the other transactions contemplated hereby. Without limiting the generality of the foregoing, Parent acknowledges Sub agree and agrees acknowledge that neither the Company nor any of the Company Subsidiaries Person has made, and neither Parent nor any of their Representatives Merger Sub has made relied on, any representation or warrantywarranty of the Company, express or implied, as to the accuracy or completeness of any information regarding the Company or any of the Company its Subsidiaries furnished or made available to Parent and its representativesRepresentatives (including any information, except as expressly set forth in this Agreement, and neither the Company nor any other person shall be subject to any liability to Parent documents or any other person, resulting from the Company’s having material made available to Parent or its Representatives such informationin the due diligence materials provided to Parent, including in the data room,” , other management presentations (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, neither the Company nor any of the Company Subsidiaries nor any of their Representatives makes any representation or warranty to Parent Agreement and including with respect to any business or financial projection projection, guidance or forecast relating to the Company or any of its Subsidiaries), except as set forth in Article 3 (which includes the Company SubsidiariesDisclosure Letter and the Company SEC Documents, as applicable).

Appears in 1 contract

Samples: Merger Agreement (Sanderson Farms Inc)

No Additional Representations. Each of Parent and Merger Sub acknowledges and agrees that except as expressly set forth in Section 3 of this Agreement, neither the Company nor any of the Company its Subsidiaries nor any of their Representatives respective representatives has made any representation or warranty, express or implied, to Parent Parent, Merger Sub or any of its their respective representatives in connection with this Agreement, the Offer, the Merger or any of the other transactions contemplated hereby. Without limiting the generality of the foregoing, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any of the Company its Subsidiaries nor any of their Representatives respective representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company or any of the Company its Subsidiaries made available to Parent Parent, Merger Sub and its their representatives, except as expressly set forth in Section 3 of this Agreement, and neither the Company nor any other person Person shall be subject to any liability to Parent or any other person, Person resulting from the Company’s having made available to Parent Parent, Merger Sub or its Representatives their representatives such information, including in the “data room,” management presentations (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, neither the Company nor any of the Company its Subsidiaries nor any of their Representatives respective representatives makes any representation or warranty to Parent Parent, Merger Sub or their representatives with respect to any financial projection or forecast relating to the Company or any of the Company its Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Henry Bros. Electronics, Inc.)

No Additional Representations. Parent acknowledges and agrees that except as expressly set forth in this Agreement, (i) neither the Company nor any of Company, the Company Company’s Subsidiaries nor any of their Representatives has made any representation or warranty, express or implied, to Parent or any of its representatives in connection with this Agreement, the Offer, the Merger or any of the other transactions contemplated hereby. Without limiting the generality of the foregoing, Parent acknowledges and agrees that neither the Company nor any of the Company Subsidiaries nor any of their Representatives Person has made any representation or warranty, express or implied, as to the Company or any of the Company’s Subsidiaries or the accuracy or completeness of any information regarding the Company and the Company’s Subsidiaries furnished or any of the Company Subsidiaries made available to Parent and its representativesRepresentatives, except as expressly set forth in this Agreement, and neither (ii) Parent has not relied on any representation or warranty from the Company nor Company, any of the Company’s Subsidiaries or any other person Person in determining to enter into this Agreement, except those representations and warranties expressly set forth in this Agreement, and (iii) no Person shall have or be subject to any liability to Parent or any other person, Person resulting from the Companydistribution to Parent, or Parent’s having use, of any information, documents or material made available to Parent in any physical or its Representatives such information, including in the electronic “data roomrooms,” management presentations (formal or informal) or in any other form in connection with expectation of the transactions contemplated by this AgreementMergers. Without limiting the generality of the foregoing, neither the Company nor any Parent acknowledges that none of the Company Company, the Company’s Subsidiaries nor any of their Representatives makes other Person has made any representation or warranty warranty, express or implied, as to Parent with respect to accuracy, completeness or achievement of any financial projection or forecast projections, forecasts, cost estimates and capital budgets relating to the Company or any of the Company Subsidiariesand its Subsidiaries made available to Parent.

Appears in 1 contract

Samples: Merger Agreement (Jarden Corp)

No Additional Representations. (a) Parent and Merger Sub each acknowledges that it and agrees that except as expressly set forth in this Agreementits Representatives have received access to such books and records, neither the Company nor any facilities, equipment, contracts and other assets of the Company Subsidiaries nor any of their which it and its Representatives has made any representation have desired or warrantyrequested to review, express or implied, and that it and its Representatives have had full opportunity to Parent or any of its representatives in connection meet with this Agreement, the Offer, the Merger or any management of the other transactions contemplated hereby. Without limiting Company and to discuss the generality business and assets of the foregoing, Company. (b) Parent acknowledges and agrees that neither the Company nor any of the Company Subsidiaries nor any of their Representatives Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or any of the Company Subsidiaries made available to Parent and its representatives, Representatives except as expressly set forth in this AgreementArticle III (which includes the Company Disclosure Letter and the Company SEC Documents, as applicable), and neither the Company Company, its directors, officers, employees, agents or other representatives, nor any other person Person shall be subject to any liability to Parent or any other person, Person resulting from the Company’s having making available to Parent or Parent’s use of such information, or any information, documents or material made available to Parent or its Representatives such informationin the due diligence materials provided to Parent, including in the data room,” , other management presentations (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, neither the Company nor any of the Company Subsidiaries nor any of their Representatives makes any no representation or warranty to Parent or Merger Sub with respect to any business or financial projection or forecast relating to the Company or any of its Subsidiaries, whether or not included in the Company Subsidiariesdata room or any management presentation. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters.

Appears in 1 contract

Samples: Merger Agreement (Petsmart Inc)

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