Common use of No Further Representations Clause in Contracts

No Further Representations. Except for the representations and warranties made by the SmartFinancial Parties in this Article V (including the related portions of the SmartFinancial Disclosure Memorandum), the SmartFinancial Parties do not make any express or implied representation or warranty with respect to SmartFinancial, Merger Sub, or SmartBank, or their respective Subsidiaries, or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of SmartFinancial, Merger Sub, or SmartBank, or their respective Subsidiaries, and the SmartFinancial Parties hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the SmartFinancial Parties in this Article V (including the related portions of the SmartFinancial Disclosure Memorandum), the SmartFinancial Parties do not make any representation or warranty to the Company with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to SmartFinancial, Merger Sub, or SmartBank, or any of their Subsidiaries, or the respective businesses of SmartFinancial, Merger Sub, or SmartBank, or their Subsidiaries, or (ii) any oral or written information presented, delivered, or made available to the Entegra Parties in the course of their due diligence investigation of SmartFinancial and SmartBank and their Subsidiaries or their negotiation of this Agreement or otherwise in the course of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Voting Agreement (Entegra Financial Corp.), Voting Agreement (Smartfinancial Inc.)

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No Further Representations. Except for the representations and warranties made by the SmartFinancial BancShares Parties in this Article ARTICLE V (including the related portions of the SmartFinancial BancShares Disclosure Memorandum), the SmartFinancial BancShares Parties do not make any express or implied representation or warranty with respect to SmartFinancialBancShares, Merger Sub, or SmartBankFCB, or their respective Subsidiaries, or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of SmartFinancialBancShares, Merger Sub, or SmartBankFCB, or their respective Subsidiaries, and the SmartFinancial BancShares Parties hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the SmartFinancial BancShares Parties in this Article ARTICLE V (including the related portions of the SmartFinancial BancShares Disclosure Memorandum), the SmartFinancial BancShares Parties do not make any representation or warranty to the Company with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to SmartFinancialBancShares, Merger Sub, or SmartBankFCB, or any of their Subsidiaries, or the respective businesses of SmartFinancialBancShares, Merger Sub, or SmartBankFCB, or their Subsidiaries, or (ii) any oral or written information presented, delivered, or made available to the Entegra Company Parties in the course of their due diligence investigation of SmartFinancial BancShares and SmartBank FCB and their Subsidiaries or their negotiation of this Agreement or otherwise in the course of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Entegra Financial Corp.), Agreement and Plan of Merger (First Citizens Bancshares Inc /De/)

No Further Representations. Except for the representations and warranties made by the SmartFinancial Bancshares Parties in this Article V IV (including the related portions of the SmartFinancial Bancshares Disclosure Memorandum), neither Bancshares nor the SmartFinancial Parties do not make Bank, nor any other Person, makes or has made any express or implied representation or warranty with respect to SmartFinancial, Merger Sub, Bancshares or SmartBank, the Bank or their respective Subsidiaries, Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of SmartFinancial, Merger Sub, or SmartBank, or the Bancshares Parties and their respective Subsidiaries, and the SmartFinancial Bancshares Parties hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for neither Bancshares nor the representations and warranties Bank, nor any other Person, makes or has made by the SmartFinancial Parties in this Article V (including the related portions of the SmartFinancial Disclosure Memorandum), the SmartFinancial Parties do not make any representation or warranty to the Company SmartFinancial or any of its Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to SmartFinancial, Merger Sub, or SmartBank, the Bancshares Parties or any of their Subsidiaries, Subsidiaries or the respective businesses of SmartFinancial, Merger Sub, or SmartBank, or the Bancshares Parties and their Subsidiaries, Subsidiaries or (ii) except for the representations and warranties made by the Bancshares Parties in this Article IV, any oral or written information presented, delivered, or made available to the Entegra Parties SmartFinancial or any of its Affiliates or representatives in the course of their due diligence investigation of SmartFinancial and SmartBank and their Subsidiaries the Bancshares Parties or their negotiation of this Agreement or otherwise in the course of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smartfinancial Inc.)

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No Further Representations. (i) Except for the representations and warranties made by the SmartFinancial TCB Holdings Parties in this Article V IV (including the related portions of the SmartFinancial TCB Holdings Disclosure Memorandum), neither TCB Holdings nor the SmartFinancial Parties do not make Bank, nor any other Person, makes or has made any express or implied representation or warranty with respect to SmartFinancial, Merger Sub, TCB Holdings or SmartBank, the Bank or their respective Subsidiaries, Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of SmartFinancial, Merger Sub, or SmartBank, or the TCB Holdings Parties and their respective Subsidiaries, and the SmartFinancial TCB Holdings Parties hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for neither TCB Holdings nor the representations and warranties Bank, nor any other Person, makes or has made by the SmartFinancial Parties in this Article V (including the related portions of the SmartFinancial Disclosure Memorandum), the SmartFinancial Parties do not make any representation or warranty to the Company Reliant or any of its Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to SmartFinancial, Merger Sub, or SmartBank, the TCB Holdings Parties or any of their Subsidiaries, respective Subsidiaries or the respective businesses of SmartFinancial, Merger Sub, or SmartBank, or the TCB Holdings Parties and their Subsidiaries, respective Subsidiaries or (ii) except for the representations and warranties made by the TCB Holdings Parties in this Article IV, any oral or written information presented, delivered, or made available to the Entegra Parties Reliant or any of its Affiliates or representatives in the course of their due diligence investigation of SmartFinancial and SmartBank and their Subsidiaries the TCB Holdings Parties or their negotiation of this Agreement or otherwise in the course of the transactions contemplated hereby.

Appears in 1 contract

Samples: Voting Agreement (Reliant Bancorp, Inc.)

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