No Inducement or Reliance Sample Clauses

No Inducement or Reliance. Company has not been induced by and has not relied upon any representations or warranties, whether express or implied, made by Buyer, Holdings, Newco or their respective Affiliates, officers, directors, employees, agents or representatives that are not expressly set forth in this Agreement or the Buyer Disclosure Schedule, whether or not any such representations or warranties were made in writing or orally.
Sample 1See All (4)
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No Inducement or Reliance. Seller has not been induced by and has not relied upon any representations or warranties, whether express or implied, made by Buyer (or its Affiliates, officers, directors, employees, agents or representatives) that are not expressly set forth in Article V hereof (including the Buyer Disclosure Schedule), whether or not any such representations or warranties were made in writing or orally.
Sample 1
No Inducement or Reliance. Buyer acknowledges and agrees that except as expressly set forth in this Agreement and the Schedules, it has not relied upon, and it has not executed (or authorized the execution of) this Agreement in reliance upon, any promises, representations, warranties, express or implied, or statements of Seller, the Company, any of their Affiliates or any of their respective Representatives, whether or not such representations, warranties or statements have been made in writing or orally, relating to (a) the accuracy or completeness of any information regarding the Company, (b) the earnings, assets, net worth, properties, prospects, business, profits or condition of the Company, (c) the status of the relationships of the Company with its respective customers and suppliers, or (d) any other matter.
Sample 1
No Inducement or Reliance. Forecasts and Projections. (a) Neither Cayman Purchaser, Parent, U.S. Purchaser nor the Company has been induced by or has relied upon any representations, warranties or statements, whether express or implied, made by Wind River or the Trusts, or any of their respective Affiliates, that are not expressly set forth in this Agreement, whether or not any such representations, warranties or statements were made in writing or orally, and that (in the absence of fraud) neither Cayman Purchaser, Parent, U.S. Purchaser nor the Company will have any right or remedy arising out of any such representation, warranty or statement.
Sample 1
No Inducement or Reliance. Independent -------------------------------------- Assessment. ----------
Sample 1
No Inducement or Reliance. Independent Assessment; Projections
Sample 1
No Inducement or Reliance. (a) The Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company and its Subsidiaries (or their officers, directors, employees, agents or representatives) that are not expressly set forth in Article 3 hereof (including the Schedules to this Agreement), whether or not any such representations, warranties or statements were made in writing or orally.
Sample 1
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No Inducement or Reliance. The Company has not been induced by and has not relied upon any representations or warranties, whether express or implied, made by Merger Sub, Merger Sub 2 or Parent (or their respective Affiliates, officers, directors, employees, agents or representatives) that are not expressly set forth in this Agreement or the Ancillary Agreements, whether or not any such representations or warranties were made in writing or orally. For the avoidance of doubt, the Company acknowledges and agrees that neither Xxxxxx Sub, Merger Sub 2 nor Parent, nor their respective Affiliates, officers, directors, employees, agents or representatives, shall have any liability under this Agreement with respect to any information concerning Merger Sub, Merger Sub 2, Parent or any Subsidiary of Merger Sub, Merger Sub 2 or Parent not expressly represented and warranted to in this Agreement or the Ancillary Agreements, including, but only to the extent not also expressly represented and warranted to in this Agreement or the Ancillary Agreements, (a) any information regarding Merger Sub, Merger Sub 2, Parent or any Subsidiary of Merger Sub, Merger Sub 2 or Parent provided at any management presentation related to the Contemplated Transactions, (b) any information communicated by or made available through the data room process, or (c) any financial projection or forecast relating to Merger Sub, Merger Sub 2 or Parent or any Subsidiary of Merger Sub, Merger Sub 2 or Parent. Notwithstanding anything to the contrary herein, nothing in this Section 3.28 shall preclude the Company from asserting claims for Fraud against Merger Sub, Merger Sub 2 or Parent.
Sample 1

Related to No Inducement or Reliance

  • No Misstatement or Omission The Registration Statement, when it became or becomes effective, and the Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the Securities Act. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will conform in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or becomes effective, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by Agent specifically for use in the preparation thereof.

  • No Material Misstatement or Omission The Underwriters shall not have discovered and disclosed to the Company on or prior to the Closing Date and any Option Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in the opinion of Representative Counsel, is material and is necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading.

  • No Injunctions No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any order, executive order, stay, decree, judgment or injunction (preliminary or permanent) or statute, rule or regulation which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger or the other transactions contemplated by this Agreement.

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