No Legal Advice. The Company acknowledges that Advisor: (i) will not be opining or passing upon (A) the fairness to the Company or its shareholders of any Business Combination, or (B) the relative merits of a Business Combination with a particular Target as compared to any alternative transaction; (ii) will rely upon and assume, without independently verifying, the accuracy and completeness of all of the financial and other information that is supplied or otherwise made available to it and will further rely upon the assurances of the Company’s and Target’s management that they were not aware of any facts or circumstances that would make any such information inaccurate or misleading; (iii) is not a legal, tax, accounting, environmental or regulatory advisor and will not express any views as to any legal, tax, accounting, environmental or regulatory matters relating to a Business Combination and will assume that the Company has obtained or will obtain such advice as it deems necessary or appropriate from qualified legal, tax, accounting, environmental and regulatory experts; (iv) will assume that any projections or financial forecasts provided to it were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company and the Target with respect to future financial performance; and (v) may not physically inspect any of Target’s properties or facilities and may not make or obtain any evaluations or appraisals of the Target’s assets or liabilities.
Appears in 6 contracts
Samples: Advisory Agreement (RF Acquisition Corp II), Advisory Agreement (RF Acquisition Corp II), Advisory Agreement (Bowen Acquisition Corp)
No Legal Advice. The Company acknowledges that Advisor: (i) will not be opining or passing upon (A) the fairness to the Company or its shareholders of any Business Combination, or (B) the relative merits of a Business Combination with a particular Target as compared to any alternative transaction; (ii) will rely upon and assume, without independently verifying, the accuracy and completeness of all of the financial and other information that is supplied or otherwise made available to it and will further rely upon the assurances of the Company’s and Target’s management that they were not aware of any facts or circumstances that would make any such information inaccurate or misleading; and (iii) is not a legal, tax, accounting, environmental or regulatory advisor and will not express any views as to any legal, tax, accounting, environmental or regulatory matters relating to a Business Combination and will assume that the Company has obtained or will obtain such advice as it deems necessary or appropriate from qualified legal, tax, accounting, environmental and regulatory experts; (iv) will assume that any projections or financial forecasts provided to it were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company and the Target with respect to future financial performance; and (v) may is not required to physically inspect any of Target’s properties or facilities and may is not required to make or obtain any evaluations or appraisals of the Target’s assets or liabilities.
Appears in 3 contracts
Samples: Advisory Agreement (Jackson Acquisition Co II), Advisory Agreement (Tavia Acquisition Corp.), Advisory Agreement (Jackson Acquisition Co II)
No Legal Advice. The Company acknowledges that Advisor: (i) will not be opining or passing upon (A) the fairness to the Company or its shareholders of any Business Combination, or (B) the relative merits of a Business Combination with a particular Target as compared to any alternative transaction; (ii) will rely upon and assume, without independently verifying, the accuracy and completeness of all of the financial and other information that is supplied or otherwise made available to it and will further rely upon the assurances of the Company’s and Target’s management that they were not aware of any facts or circumstances that would make any such information inaccurate or misleading; and (iii) is not a legal, tax, accounting, environmental or regulatory advisor and will not express any views as to any legal, tax, accounting, environmental or regulatory matters relating to a Business Combination and will assume that the Company has obtained or will obtain such advice as it deems necessary or appropriate from qualified legal, tax, accounting, environmental and regulatory experts; (iv) will assume that any projections or financial forecasts provided to it were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company and the Target with respect to future financial performance; and (v) may is not required to physically inspect any of Target’s properties or facilities and may is not required to make or obtain any evaluations or appraisals of the Target’s assets or liabilities...
Appears in 1 contract
No Legal Advice. The Company acknowledges that Advisor: (i) will not be opining or passing upon (A) the fairness to the Company or its shareholders of any Business Combination, or (B) the relative merits of a Business Combination with a particular Target as compared to any alternative transaction; (ii) will rely upon and assume, without independently verifying, the accuracy and completeness of all of the financial and other information that is supplied or otherwise made available to it and will further rely upon the assurances of the Company’s and Target’s management that they were not aware of any facts or circumstances that would make any such information inaccurate or misleading; (iii) is not a legal, tax, accounting, environmental or regulatory advisor and will not express any views as to any legal, tax, accounting, environmental or regulatory matters relating to a Business Combination and will assume that the Company has obtained or will obtain such advice as it deems necessary or appropriate from qualified legal, tax, accounting, environmental and regulatory experts; (iv) will assume that any projections or financial forecasts provided to it were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company and the Target with respect to future financial performance; and (v) may is not required to physically inspect any of Target’s properties or facilities and may is not required to make or obtain any evaluations or appraisals of the Target’s assets or liabilities.
Appears in 1 contract
Samples: Advisory Agreement (Range Capital Acquisition Corp.)
