No Inducement or Reliance Sample Clauses

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. (b) Notwithstanding anything contained in this Agreement, the Buyer acknowledges and agrees that neither the Company nor its Subsidiaries (nor any of their respective Affiliates, officers, directors, employees, agents or representatives) have made, or is making, any representation or warranty whatsoever, express or implied (and the Buyer has not relied on any representation, warranty or other statement of the Company or any of its Affiliates, or any of its or their respective agents or representatives), beyond those expressly given in Article 3, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company and its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by the Buyer or any of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to the Buyer or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company or any of its Affiliates, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in this Agreement. Except as otherwise expressly set forth in this Agreement, the Buyer understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is,” “where is” and, subject only to the representations and warranties contained in Article 3, with all faults and without any other representation or warranty of any nature whatsoever.
Sample 1See All (4)
AutoNDA by SimpleDocs
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 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 1See All (4)
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

Related to No Inducement or Reliance

  • No Inducement Executive agrees that no promise or inducement to enter into this Agreement has been offered or made except as set forth in this Agreement, that the Executive is entering into this Agreement without any threat or coercion and without reliance or any statement or representation made on behalf of the Company or by any person employed by or representing the Company, except for the written provisions and promises contained in this Agreement.

  • No Inducements The Company shall not, and the Company shall not permit any of its Subsidiaries, either directly or indirectly, to pay (or cause to be paid) any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver, amendment or supplement of any terms or provisions of this Indenture or the Notes, unless such consideration is offered to be paid (or agreed to be paid) to all Holders which so consent, waive or agree to amend or supplement in the time frame set forth on solicitation documents relating to such consent, waiver or agreement.

  • 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.

  • Amendment or Repeal Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

  • No Injunction, Etc No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby, or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby.

  • No Influence The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information about the Company or any such affiliate.

  • No Material Judgment or Order There shall not be on the Closing Date any judgment or order of a court of competent jurisdiction or any ruling of any Governmental Authority or any condition imposed under any Requirement of Law which, in the judgment of the Purchasers, would prohibit the purchase of the Securities hereunder or subject the Purchasers to any penalty or other onerous condition under or pursuant to any Requirement of Law if the Securities were to be purchased hereunder.

  • Amendment or Revocation It is agreed by and between the parties hereto that, during the lifetime of the Executive, this Executive Plan may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Executive and the Bank.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!