Common use of No Other Company Representations and Warranties Clause in Contracts

No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.5 and the introduction to this Section 4), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company Subsidiaries, or the accuracy or completeness of any information regarding the Company or the Company Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms”, “virtual data rooms”, management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. The Company and the Company Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Section 5 (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.5 and the introduction to Section 5), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the Transactions. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person and acknowledges and agrees that Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 shall not limit Parent’s, the Merger Subs’ or the Company’s remedies in the case of fraud with respect to the representations and warranties made in this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (WillScot Mobile Mini Holdings Corp.), Agreement and Plan of Merger (McGrath Rentcorp)

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No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section ‎Article 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.5 ‎Section 11.05 and the introduction to this Section ‎Article 4) (but without limiting any representations and warranties in any Ancillary Agreement), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company its Subsidiaries, or the accuracy or completeness of any information regarding the Company or the Company its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms”, “virtual data rooms”, management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactionstransactions contemplated hereby. The Company and the Company its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Section ‎Article 5 (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.5 ‎Section 11.05 and the introduction to Section ‎Article 5) (but without limiting any representations and warranties in any Ancillary Agreement), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the Transactionstransactions contemplated hereby or thereby. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person Person, and acknowledges and agrees that Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 ‎ ‎Section 4.33 shall not limit Parent’s, the Merger Subs’ Sub’s or the Company’s remedies in the case of fraud with respect to the representations and warranties made in this Agreementfraud.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Schwab Charles Corp), Voting and Support Agreement

No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section 4 Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.5 11.05 and the introduction to this Section 4Article IV), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or the Company its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms”, ,” “virtual data rooms”, ,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactionstransactions contemplated hereby. The Company and the Company its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Section 5 Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.5 11.05 and the introduction to Section 5Article V), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the Transactionstransactions contemplated hereby or thereby. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person Person, and acknowledges and agrees that Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 shall not limit Parent’s, the Merger Subs’ or the Company’s remedies in the case of fraud with respect to the representations and warranties made in this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Celgene Corp /De/), Agreement and Plan of Merger (Bristol Myers Squibb Co)

No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section 4 clause 30.1 (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.5 Letter and the introduction to this Section 4clause 30.1), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or the Company its Subsidiaries or any other matter furnished or provided to Parent Buyer or made available to Parent Buyer in any "data rooms”, “," "virtual data rooms”, ," management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby or by any of the Transactions. The Company and the Company its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent the Buyer in Section 5 clause 30.2 (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.5 and the introduction to Section 5clause 30.2), neither Parent the Buyer nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent the Buyer, its business, operations, assets, liabilities, financial condition, results of operations, future operating or its Subsidiariesfinancial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries the Buyer or any other matter furnished or provided to Parent the Company or made available to the Company in any "data rooms,” “" "virtual data rooms," management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby or by any of the Transactions. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person Person, and acknowledges and agrees that Parent the Buyer and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 shall not limit Parent’s, the Merger Subs’ or the Company’s remedies in the case of fraud with respect to the representations and warranties made in this Agreement.

Appears in 2 contracts

Samples: Business Combination Agreement (Thermo Fisher Scientific Inc.), Business Combination Agreement (Thermo Fisher Scientific Inc.)

No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section 4 Article ‎4 (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.5 ‎Section 11.05 and the introduction to this Section 4)Article ‎4) or in the Written Consent or any other written consent delivered in connection with the Transactions, neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company its Subsidiaries, or the accuracy or completeness of any information regarding the Company or the Company its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms”, ,” “virtual data rooms”, ,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. The Company and the Company its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Section 5 Article ‎5 (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.5 ‎Section 11.05 and the introduction to Section 5Article ‎5), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the Transactionstransactions contemplated hereby or thereby. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person Person, and acknowledges and agrees that Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 ‎Section 4.32 shall not limit Parent’s, the Merger Subs’ Sub 1’s, Merger Sub 2’s or the Company’s remedies in the case of fraud with respect to the representations and warranties made in this Agreementfraud.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Morgan Stanley)

No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section Article 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.5 11.05 and the introduction to this Section Article 4), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or the Company its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms”, “virtual data rooms”, management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactionstransactions contemplated hereby. The Company and the Company its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary of its Subsidiaries or any of their respective Affiliates or Representatives. Without limiting the generality of the foregoing, except for the representations and warranties made by Company in this Article 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article 4), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries with respect to (a) the adequacy or sufficiency of reserves, (b) the effect of the adequacy or sufficiency of reserves on any line item, asset, liability or equity amount on any financial or other document, (c) whether or not reserves were determined in accordance with any actuarial, statutory, regulatory or other standard, or (d) the collectability of any amounts under any reinsurance Contract. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Section Article 5 (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.5 11.05 and the introduction to Section Article 5), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the Transactionstransactions contemplated hereby or thereby. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person Person, and acknowledges and agrees that Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 ‎Section 4.31 shall not limit Parent’s, the Merger Subs’ Sub 1’s, Merger Sub 2’s or the Company’s remedies in the case of fraud with respect to the representations and warranties made in this Agreementfraud.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aetna Inc /Pa/)

No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section ‎Article 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.5 ‎Section 11.05 and the introduction to this Section ‎Article 4) (but without limiting any representations and warranties in any Ancillary Agreement), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company its Subsidiaries, or the accuracy or completeness of any information regarding the Company or the Company its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms”, “virtual data rooms”, management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactionstransactions contemplated hereby. The Company and the Company its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Section ‎Article 5 (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.5 ‎Section 11.05 and the introduction to Section ‎Article 5) (but without limiting any representations and warranties in any Ancillary Agreement), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the Transactionstransactions contemplated hereby or thereby. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person Person, and acknowledges and agrees that Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 ‎‎Section 4.33 shall not limit Parent’s, the Merger Subs’ Sub’s or the Company’s remedies in the case of fraud with respect to the representations and warranties made in this Agreementfraud.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Td Ameritrade Holding Corp)

No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section 4 Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.5 11.05 and the introduction to this Section 4Article IV), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or the Company its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms”, ,” “virtual data rooms”, ,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactionstransactions contemplated hereby. The Company and the Company its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary of its Subsidiaries or any of their respective Affiliates or Representatives. Without limiting the generality of the foregoing, except for the representations and warranties made by the Company in this Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article IV), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries with respect to (a) the adequacy or sufficiency of reserves, (b) the effect of the adequacy or sufficiency of reserves on any line item, asset, liability or equity amount on any financial or other document, (c) whether or not reserves were determined in accordance with any actuarial, statutory, regulatory or other standard, or (d) the collectability of any amounts under any reinsurance Contract. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Section 5 Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.5 11.05 and the introduction to Section 5Article V), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the Transactionstransactions contemplated hereby or thereby. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person Person, and acknowledges and agrees that Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 4.31 shall not limit Parent’s, the Merger Subs’ Sub’s or the Company’s remedies in the case of fraud with respect to the representations and warranties made in this Agreementfraud.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CVS HEALTH Corp)

No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section 4 Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.5 11.05 and the introduction to this Section 4Article IV ), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or the Company its Subsidiaries or any other 45 matter furnished or provided to Parent or made available to Parent in any “data rooms”, ,” “virtual data rooms”, ,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactionstransactions contemplated hereby. The Company and the Company its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary of its Subsidiaries or any of their respective Affiliates or Representatives. Without limiting the generality of the foregoing, except for the representations and warranties made by the Company in this Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article IV ), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries with respect to (a) the adequacy or sufficiency of reserves, (b) the effect of the adequacy or sufficiency of reserves on any line item, asset, liability or equity amount on any financial or other document, (c) whether or not reserves were determined in accordance with any actuarial, statutory, regulatory or other standard, or (d) the collectability of any amounts under any reinsurance Contract. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Section 5 Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.5 11.05 and the introduction to Section 5Article V ), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the Transactionstransactions contemplated hereby or thereby. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person Person, and acknowledges and agrees that Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 4.31 shall not limit Parent’s, the Merger Subs’ Sub’s or the Company’s remedies in the case of fraud with respect to the representations and warranties made in this Agreementfraud.

Appears in 1 contract

Samples: Agreement and Plan of Merger

No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section 4 Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.5 11.05 and the introduction to this Section 4Article IV), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company its Subsidiaries, their businesses, operations. assets. liabilities. financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or the Company its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any "data rooms”, “," "virtual data rooms”, ," management presentations or in any other form in expectation of, or in connection with, . this Agreement or the Transactionstransactions contemplated hereby. The Company and the Company its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary of its Subsidiaries or any of their respective Affiliates or Representatives. Without limiting the generality of the foregoing, except for the representations and warranties made by the Company in this Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article IV), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries with respect to (a) the adequacy or sufficiency of reserves, (b) the effect of the adequacy or sufficiency of reserves on any line item, asset, liability or equity amount on any financial or other document, (c) whether or not reserves were determined in accordance with any actuarial, statutory, regulatory or other standard, or (d) the collectability of any amounts under any reinsurance Contract. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Section 5 Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.5 11.05 and the introduction to Section 5Article V), . neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations. future operating or financial results, estimates, projections, forecasts. plans or prospects (including the reasonableness of the assumptions underlying such estimates. projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any "data rooms,” “" "virtual data rooms," management presentations or in any other form in expectation of, or in connection with, this Agreement, or the Transactionstransactions contemplated hereby or thereby. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person Person. and acknowledges and agrees that Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 4.31 shall not limit Parent’s's, the Merger Subs’ Sub's or the Company’s 's remedies in the case of fraud with respect to the representations and warranties made in this Agreementfraud.

Appears in 1 contract

Samples: Agreement and Plan of Merger

No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.5 and the introduction to this Section 4), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company Subsidiaries, or the accuracy or completeness of any information regarding the Company or the Company Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms”, “virtual data rooms”, management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. The Company and 50 the Company Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Section 5 (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.5 and the introduction to Section 5), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the Transactions. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person and acknowledges and agrees that Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 shall not limit Parent’s, the Merger Subs’ or the Company’s remedies in the case of fraud with respect to the representations and warranties made in this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WillScot Mobile Mini Holdings Corp.)

No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section Article 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.5 11.05 and the introduction to this Section Article 4)) or in the Written Consent or any other written consent delivered in connection with the Transactions, neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company its Subsidiaries, or the accuracy or completeness of any information regarding the Company or the Company its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms”, ,” “virtual data rooms”, ,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. The Company and the Company its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Section Article 5 (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.5 11.05 and the introduction to Section Article 5), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the Transactionstransactions contemplated hereby or thereby. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person Person, and acknowledges and agrees that Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 4.32 shall not limit Parent’s, the Merger Subs’ Sub 1’s, Merger Sub 2’s or the Company’s remedies in the case of fraud with respect to the representations and warranties made in this Agreementfraud.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eaton Vance Corp)

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No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section 4 Article ‎4 (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.5 ‎11.5 and the introduction to this Section 4Article ‎4) (but without limiting any representations and warranties in any Ancillary Agreement), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company its Subsidiaries, or the accuracy or completeness of any information regarding the Company or the Company its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms”, “virtual data rooms”, management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. The Company and the Company its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Section 5 Article ‎5 (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.5 ‎Section ‎11.5 and the introduction to Section 5‎ Article ‎5) (but without limiting any representations and warranties in any Ancillary Agreement), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the Transactions. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person Person, and acknowledges and agrees that Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 ‎Section ‎4.29 shall not limit Parent’s, the Merger Subs’ Sub’s or the Company’s remedies in the case of fraud with respect to the representations and warranties made in this Agreement.

Appears in 1 contract

Samples: Shareholders Agreement (WillScot Corp)

No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section Article 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.5 11.05 and the introduction to this Section Article 4), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or the Company its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms”, “virtual data rooms”, management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactionstransactions contemplated hereby. The Company and the Company its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees thatWithout limiting the generality of the foregoing, except for the representations and warranties made by Parent Company in Section 5 this Article 4 (as qualified by the applicable items disclosed in the Parent Company Disclosure Schedule in accordance with Section 11.5 11.05 and the introduction to Section 5this Article 4), neither Parent the Company nor any other Person is making makes or has made any representations representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, or the accuracy or completeness of any information regarding Parent Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the Transactions. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person and acknowledges and agrees that Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 shall not limit Parent’s, the Merger Subs’ or the Company’s remedies in the case of fraud with respect to (a) the representations and warranties made in this Agreement.adequacy or sufficiency of reserves,

Appears in 1 contract

Samples: Agreement and Plan of Merger (Humana Inc)

No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section 4 clause 30.1 (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.5 Letter and the introduction to this Section 4clause 30.1), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or the Company its Subsidiaries or any other matter furnished or provided to Parent Buyer or made available to Parent Buyer in any “data rooms”, ,” “virtual data rooms”, ,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby or by any of the Transactions. The Company and the Company its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent the Buyer in Section 5 clause 30.2 (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.5 and the introduction to Section 5clause 30.2), neither Parent the Buyer nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent the Buyer, its business, operations, assets, liabilities, financial condition, results of operations, future operating or its Subsidiariesfinancial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries the Buyer or any other matter furnished or provided to Parent the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby or by any of the Transactions. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person Person, and acknowledges and agrees that Parent the Buyer and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 shall not limit Parent’s, the Merger Subs’ or the Company’s remedies in the case of fraud with respect to the representations and warranties made in this Agreement.102 / 107

Appears in 1 contract

Samples: Business Combination Agreement (Qiagen N.V.)

No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section 4 Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule Letter in accordance with Section 11.5 and the introduction to this Section 4Article IV) (but without limiting any representations and warranties in any Ancillary Agreement), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company its Subsidiaries, or the accuracy or completeness of any information regarding the Company or the Company its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms”, “virtual data rooms”, management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. The Company and the Company its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Section 5 Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule Letter in accordance with Section 11.5 and the introduction to Section 5Article V) (but without limiting any representations and warranties in any Ancillary Agreement), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the Transactions. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person Person, and acknowledges and agrees that Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 shall not limit Parent’s, the Merger Subs’ or the Company’s remedies in the case of fraud with respect to the representations and warranties made in this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PAE Inc)

No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section 4 Article ‎4 (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.5 ‎11.05 and the introduction to this Section 4Article ‎4), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company its Subsidiaries, or the accuracy or completeness of any information regarding the Company or the Company its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms”, ,” “virtual data rooms”, ,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. The Company and the Company its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Section 5 Article ‎5 (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.5 ‎11.05 and the introduction to Section 5Article ‎5), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the Transactionstransactions contemplated hereby or thereby. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person Person, and acknowledges and agrees that Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 ‎4.32 shall not limit Parent’s, the Merger Subs’ Sub’s or the Company’s remedies in the case of fraud with respect to the representations and warranties made in this Agreementfraud.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Morgan Stanley)

No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section 4 Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.5 ‎Section 11.05 and the introduction to this Section 4Article IV), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or the Company its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms”, ,” “virtual data rooms”, ,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactionstransactions contemplated hereby. The Company and the Company its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary of its Subsidiaries or any of their respective Affiliates or Representatives. Without limiting the generality of the foregoing, except for the representations and warranties made by the Company in this ‎Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with ‎Section 11.05 and the introduction to this ‎Article IV), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries with respect to (a) the adequacy or sufficiency of reserves, (b) the effect of the adequacy or sufficiency of reserves on any line item, asset, liability or equity amount on any financial or other document, (c) whether or not reserves were determined in accordance with any actuarial, statutory, regulatory or other standard, or (d) the collectability of any amounts under any reinsurance Contract. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Section 5 ‎Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.5 ‎Section 11.05 and the introduction to Section 5‎Article V), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the Transactionstransactions contemplated hereby or thereby. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person Person, and acknowledges and agrees that Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 ‎Section 4.31 shall not limit Parent’s, the Merger Subs’ Sub’s or the Company’s remedies in the case of fraud with respect to the representations and warranties made in this Agreementfraud.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aetna Inc /Pa/)

No Other Company Representations and Warranties. Except for the representations and warranties made by the Company in this Section Article 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.5 11.05 and the introduction to this Section Article 4), neither the Company nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or the Company its Subsidiaries, or the accuracy or completeness of any information regarding the Company or the Company its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms”, ,” “virtual data rooms”, ,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. The Company and the Company its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any Company Subsidiary of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Section Article 5 (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.5 11.05 and the introduction to Section Article 5), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the Transactionstransactions contemplated hereby or thereby. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person Person, and acknowledges and agrees that Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding the foregoing, this Section 4.30 4.32 shall not limit Parent’s, the Merger Subs’ Sub’s or the Company’s remedies in the case of fraud with respect to the representations and warranties made in this Agreementfraud.

Appears in 1 contract

Samples: Agreement and Plan of Merger (E Trade Financial Corp)

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