Common use of No Additional Warranties or Representations; Due Diligence Clause in Contracts

No Additional Warranties or Representations; Due Diligence. Buyer, on behalf of itself and its affiliates, acknowledges and agrees that neither it nor any of its or their officers, directors, managers, employees, agents, attorneys, accountants, advisors or representatives (“Buyer Representatives”) has relied, and none of such Persons is relying upon any statement, warranty or representation (whether written or oral) not expressly set forth in this Agreement. Buyer, on behalf of itself and its affiliates, acknowledges that none of Sellers or any of their respective officers, directors, employees, partners members, managers, attorneys or agents, has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Company or its business, properties or assets, which has been communicated, furnished or made available to Buyer or any Buyer Representatives, except as expressly set forth in this Agreement. None of the Sellers shall have, or be subject to, any liability to any Indemnified Party or other Person resulting from the distribution to Buyer or any Buyer Representatives, or any of Buyer’s or Buyer Representatives’ use of, any information, documents or materials made available to any of them in due diligence, including any information, documents or materials stored on computer disks or online or physical data rooms, provided during managements presentations, or in any other forms in expectation of the transactions contemplated by this Agreement, except as expressly set forth in this Agreement.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Osmotica Pharmaceuticals PLC), Stock Purchase Agreement (Osmotica Pharmaceuticals LTD), Stock Purchase Agreement (Osmotica Pharmaceuticals LTD)

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No Additional Warranties or Representations; Due Diligence. Buyer, on behalf of itself and its affiliates, acknowledges and agrees that neither it nor any of its or their officers, directors, managers, employees, agents, attorneys, accountants, advisors or representatives (“The Buyer Representatives”) has relied, and none of such Persons is relying upon any statement, warranty or representation (whether written or oral) not expressly set forth in this Agreement. Buyer, on behalf of itself and its affiliates, acknowledges Parties acknowledge that none of Sellers or the Merging Companies nor any of their respective officers, directors, employees, partners members, managers, attorneys or agents, has other Person have made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Company Merging Companies or its business, properties or assetsthe Business, which has been communicated, furnished or made available to any of the Buyer Parties or any Buyer Representativestheir respective Agents, except as expressly set forth in this Agreementthe Transaction Documents. None of the Sellers shall have, Merging Companies nor any other Person is or will be subject to, to any liability to any Buyer Indemnified Party or any other Person resulting from the distribution to any of the Buyer Parties or any Buyer Representativestheir respective Agents, or any of Buyer’s the Buyer Parties’ or Buyer Representativestheir respective Agents’ use of, any such information, documents or materials material made available to any of them the Buyer Parties or their respective Agents in due diligence, including any information, documents or materials Records stored on computer disks or disks, in online or physical data rooms, ,” provided during managements presentations, management presentations or in any other forms in expectation of the transactions contemplated by this Agreement, Transactions except as expressly set forth in this Agreementthe Transaction Documents. The Buyer Parties acknowledge and agree that none of the Buyer Parties or any of their respective Agents has relied, and none of such Persons is relying, upon any statement, warranty or representation (whether written or oral) not made in the Transaction Documents.

Appears in 1 contract

Samples: Merger Agreement (Cogdell Spencer Inc.)

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