No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1, Parent and Merger Sub hereby acknowledge and agree that neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided, disclosed or delivered to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any other Person, or the use by Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of its Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any other Person in certain “data rooms,” confidential information memoranda, management presentations or due diligence discussions in anticipation or contemplation of any of the transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Solera Holdings, Inc), Agreement and Plan of Merger (Wolverine World Wide Inc /De/), Agreement and Plan of Merger (Collective Brands, Inc.)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article IV, Parent and Merger Sub hereby acknowledge and agree that neither the Company hereby acknowledges and agrees that (a) neither Parent nor any of its Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company Parent or any of its Subsidiaries or their respective business or operations, including with respect to any 39 information provided, disclosed provided or delivered made available to Parent or Merger Sub. Neither the Company or any of its Affiliates or Representatives or any other Person and (b) neither Parent nor any of its Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub the Company or any of its Affiliates or Representatives or any other Person Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Company or any of its Affiliates or Representatives or any other Person, or the use by Parent, Merger Sub the Company or any of its Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by the Company Parent or any of its Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub the Company or any of its Affiliates or Representatives or any other Person Person, in certain “"data rooms,” " confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (Dts, Inc.), Agreement and Plan of Merger and Reorganization (SRS Labs Inc)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article III, Parent Newco and Merger Sub hereby acknowledge and agree that (a) neither the Company nor any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to Newco, disclosed Merger Sub or delivered to Parent any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or Merger Sub. Neither advisors, or any other Person, and (b) neither the Company nor any of its Subsidiaries, nor or any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to ParentNewco, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, resulting from the delivery, dissemination or any other distribution to ParentNewco, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by ParentNewco, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to ParentNewco, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the other transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.13 or this Agreement shall (i) relieve any Person of liability for fraud or willful misconduct (ii) prevent Newco and Merger Sub from relying on the representations and warranties of the Company set forth in this Agreement, the other agreements or certificates entered into or delivered by the Company in connection with this Agreement or statements made in any documents filed by the Company with the SEC or furnished by the Company to the SEC or (iii) be given effect in any claim in respect of fraud or willful misconduct.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vista Equity Partners Fund III LP), Agreement and Plan of Merger (Sumtotal Systems Inc), Agreement and Plan of Merger (Sumtotal Systems Inc)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article III, Parent Parent, Merger Sub and Merger Sub LLC hereby acknowledge and agree that (a) neither the Company nor any of its Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to Parent, disclosed or delivered to Parent or Merger Sub. Neither , Merger LLC or any of their respective Affiliates or Representatives or any other Person and (b) neither the Company nor any of its Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub Sub, Merger LLC or any of their respective Affiliates or Representatives or any other Person Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub Sub, Merger LLC or any of their respective Affiliates or Representatives or any other Person, or the use by Parent, Merger Sub Sub, Merger LLC or any of their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub Sub, Merger LLC or any of their respective Affiliates or Representatives or any other Person Person, in certain “"data rooms,” " confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (Dts, Inc.)
No Other Company Representations or Warranties. Except The Parent and the Purchaser hereby acknowledge and agree that, except for the representations and warranties set forth in Section 5.1, Parent Article III (in each case as qualified and Merger Sub hereby acknowledge and agree that neither limited by the Company nor Disclosure Schedule), (a) none of the Company or any of its Subsidiaries, nor or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisorsstockholders or Representatives, agents or representatives, nor any other PersonPerson acting on behalf of the Company, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Parent, disclosed the Purchaser or delivered any of their respective Affiliates, stockholders or Representatives, or any other Person acting on behalf of the Parent, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to Parent provide any information to the Parent, the Purchaser or Merger Sub. Neither any of their respective Affiliates, stockholders or Representatives, or any other Person acting on behalf of the Parent, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by law, none of the Company nor or any of its Subsidiaries, nor or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisorsstockholders or Representatives, agents or representatives, nor any other PersonPerson acting on behalf of the Company, will have or be subject to any liability or indemnification or other obligation of any kind or nature to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders or Representatives, or any other Person acting on behalf of the Parent, resulting from the delivery, dissemination or any other distribution to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders or Representatives, or any other PersonPerson acting on behalf of the Parent, or the use by the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders or Representatives, or any other PersonPerson acting on behalf of the Parent, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisors, agents stockholders or representativesRepresentatives, or any other PersonPerson acting on behalf of the Company, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders, or Representatives, or any other Person acting on behalf of the Parent, in certain “data rooms,” confidential information memoranda, management presentations or due diligence discussions otherwise in anticipation or contemplation of the Offer, the Merger or any of the transactions other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article III (in each case as qualified and limited by the Company Disclosure Schedule)) none of the Parent, the Purchaser or any of their respective Affiliates, stockholders or Representatives, or any other Person acting on behalf of the Parent, has relied on any such information (including the accuracy or completeness thereof).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cynosure Inc), Agreement and Plan of Merger (Hologic Inc)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1, Parent and Merger Sub hereby acknowledge and agree that that, except for the representations and warranties expressly set forth in Article II, (a) neither the Company Company, nor any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty warranty, statutory or otherwise, with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to Parent, disclosed Merger Sub or delivered to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, and all representations and warranties other than those expressly set forth in Article II are hereby disclaimed by Parent and Merger Sub, (b) except as expressly set forth in this Agreement, neither the Company or any of its Subsidiaries, nor or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the other transactions contemplated by this Agreement, and (c) except with respect to the representations and warranties expressly set forth in Article II, no Person has been authorized by the Company to make any representation or warranty relating to the Company, its Subsidiaries, or the business of the Company or its Subsidiaries or otherwise in connection with the transactions contemplated hereby and, if made, such representation or warranty may not be relied upon as having been authorized by the Company and shall not be deemed to have been made by the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valley Telephone Co., LLC), Agreement and Plan of Merger (Knology Inc)
No Other Company Representations or Warranties. Except for as and only to the extent expressly set forth in the representations and warranties set forth in Section 5.1Article III, Merger Subsidiary and Parent and Merger Sub hereby acknowledge and agree that that: (a) neither the Company nor any of its Company Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Company Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Merger Subsidiary, disclosed or delivered to Parent or Merger Sub. Neither any of their respective Affiliates or Representatives or any other Person; and (b) except in the case of Fraud, neither the Company nor any of its Company Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to ParentMerger Subsidiary, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person Person, resulting from the delivery, dissemination or any other distribution to ParentMerger Subsidiary, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person, or the use by ParentMerger Subsidiary, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by the Company or any of its Company Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to ParentMerger Subsidiary, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the transactions contemplated by this AgreementTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SolarWinds, Inc.), Agreement and Plan of Merger (SolarWinds, Inc.)
No Other Company Representations or Warranties. Except for as and only to the extent expressly set forth in the representations and warranties set forth made by the Company and contained in Section 5.1Article III, Merger Subsidiary and Parent and Merger Sub hereby acknowledge and agree that that: (a) neither the Company nor any of its Company Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Company Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Merger Subsidiary, disclosed or delivered to Parent or Merger Sub. Neither any of their respective Affiliates or Representatives or any other Person; and (b) except in the case of Fraud, neither the Company nor any of its Company Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to ParentMerger Subsidiary, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person Person, resulting from the delivery, dissemination or any other distribution to ParentMerger Subsidiary, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person, or the use by ParentMerger Subsidiary, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by the Company or any of its Company Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to ParentMerger Subsidiary, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the transactions contemplated by this AgreementTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kadmon Holdings, Inc.), Agreement and Plan of Merger (Luminex Corp)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article III, Purchaser and Parent and Merger Sub hereby acknowledge and agree that that: (a) neither the Company nor any of its Company Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Company Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Purchaser, disclosed or delivered to Parent or Merger Sub. Neither any of their respective Affiliates or Representatives or any other Person; and (b) except in the case of Fraud, neither the Company nor any of its Company Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to ParentPurchaser, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person Person, resulting from the delivery, dissemination or any other distribution to ParentPurchaser, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person, or the use by ParentPurchaser, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by the Company or any of its Company Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to ParentPurchaser, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Offer, the Merger or any of the transactions contemplated by this Agreementother Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wok Acquisition Corp.), Agreement and Plan of Merger (P F Changs China Bistro Inc)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.15.1 or in any certificate delivered in connection with this Agreement, Parent and Merger Sub hereby acknowledge and agree that neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty to any Person with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided, disclosed or delivered to Parent or Merger Sub, including in or via virtual or actual data rooms, information memoranda, management presentations, due diligence discussions, emails, telephone calls, or in-person meetings. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any other Person, or the use by Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of its Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any other Person in certain “or via virtual or actual data rooms,” , confidential information memoranda, management presentations or presentations, due diligence discussions in anticipation discussions, emails, telephone calls, or contemplation of any of the transactions contemplated by this Agreementin-person meetings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dun & Bradstreet Corp/Nw), Agreement and Plan of Merger (Dun & Bradstreet Corp/Nw)
No Other Company Representations or Warranties. Except for The Parent and the Transitory Subsidiary hereby represent, acknowledge and agree that the express representations and warranties set forth in Section 5.1, Parent Article III (in each case as qualified and Merger Sub hereby acknowledge and agree that neither limited by the Company nor Disclosure Schedule) are the sole and exclusive representations and warranties of the Company to the Parent, the Transitory Subsidiary or any of their respective Affiliates, stockholders or Representatives, or any other Person, in connection with the transactions contemplated by this Agreement, and that (a) none of the Company or any of its Subsidiaries, nor or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisorsstockholders or Representatives, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to the accuracy or completeness of any information providedprovided or made available to the Parent, disclosed the Transitory Subsidiary or delivered any of their respective Affiliates, stockholders or Representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to Parent provide any information to the Parent, the Transitory Subsidiary or Merger Sub. Neither any of their respective Affiliates, stockholders or Representatives, or any other Person, in connection with this Agreement, the Company nor transactions contemplated hereby or otherwise, (b) except as explicitly provided for in Section 8.2 or 8.3, none of the Company, any of its Subsidiaries, nor or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisors, agents stockholders or representatives, nor any other PersonRepresentatives, will have or be subject to any liability or indemnification or other obligation of any kind or nature to the Parent, Merger Sub the Transitory Subsidiary or any other Person of their respective Affiliates, stockholders or Representatives, resulting from the delivery, dissemination or any other distribution to the Parent, Merger Sub the Transitory Subsidiary or any other Personof their respective Affiliates, stockholders or Representatives, or the use by the Parent, Merger Sub the Transitory Subsidiary or any other Personof their respective Affiliates, stockholders or Representatives, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisors, agents stockholders or representatives, or any other PersonRepresentatives, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to the Parent, Merger Sub the Transitory Subsidiary or any other Person of their respective Affiliates, stockholders, or Representatives, in certain “data rooms,” confidential information memoranda, management presentations or due diligence discussions otherwise in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (c) except for the express representations and warranties of the Company set forth in Article III (in each case as qualified and limited by the Company Disclosure Schedule), none of the Parent, the Transitory Subsidiary or any of their respective Affiliates, stockholders or Representatives, or any other Person, has relied on any information (including the accuracy or completeness thereof) in determining to enter into the transactions contemplated by this AgreementAgreement or otherwise.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Marblehead Corp), Agreement and Plan of Merger (Risley John Carter)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article III and Article V or contained in any exhibit or schedule to this Agreement, Parent or in the Seller Guarantee or any of the Noncompete Agreements, Buyer hereby acknowledges and Merger Sub hereby acknowledge and agree agrees that (a) neither the Company nor or any of its Subsidiaries, nor any of their respective stockholdersAffiliates, unitholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to Buyer or any of its Affiliates, disclosed stockholders, unitholders, directors, officers, employees, agents, representatives or delivered to Parent advisors, or Merger Sub. Neither any other Person, and (b) except as set forth in Article IX, neither the Company nor any of its Subsidiaries, nor or any of their respective stockholdersAffiliates, unitholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to ParentBuyer or any of its Affiliates, Merger Sub stockholders, unitholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, resulting from the delivery, dissemination or any other distribution to ParentBuyer or any of its Affiliates, Merger Sub stockholders, unitholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by ParentBuyer or any of its Affiliates, Merger Sub stockholders, unitholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to ParentBuyer or any of its Affiliates, Merger Sub stockholders, unitholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of any of the transactions contemplated by this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article II, Parent and Merger Sub hereby acknowledge and agree that (a) neither the Company Company, nor any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to Parent, disclosed Merger Sub or delivered to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, and (b) neither the Company or any of its Subsidiaries, nor or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Commercial Lines Inc.)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article III, Merger Subsidiary and Parent and Merger Sub hereby acknowledge and agree that that: (a) neither the Company nor any of its Company’s Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Company’s Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Merger Subsidiary, disclosed or delivered to Parent or Merger Sub. Neither any of their respective Affiliates or Representatives or any other Person; and (b) except in the case of fraud, neither the Company nor any of its Company’s Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to ParentMerger Subsidiary, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person Person, resulting from the delivery, dissemination or any other distribution to ParentMerger Subsidiary, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person, or the use by ParentMerger Subsidiary, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by the Company or any of its Company’s Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to ParentMerger Subsidiary, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the transactions contemplated by this AgreementTransactions.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1ARTICLE IV, Parent and Merger Acquisition Sub hereby acknowledge and agree that (a) neither the Company nor or any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, has made or is making (and neither Parent nor Acquisition Sub is relying on) any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to the accuracy or completeness of any information providedprovided or made available to Parent, disclosed Acquisition Sub or delivered to Parent any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or Merger Sub. Neither advisors, or any other Person, and (b) other than as set forth in the last sentence of this Section 5.12, neither the Company nor any of its Subsidiaries, nor or any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary, nothing in this Agreement shall be construed to limit or relieve in any way the Company, its Subsidiaries, or any of their respective Affiliates, Representatives or any other Person of any liability to Parent or Acquisition Sub, arising out of fraud.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chelsea Therapeutics International, Ltd.)
No Other Company Representations or Warranties. Except The Buyer and the Transitory Subsidiary hereby acknowledge and agree that, except for the representations and warranties set forth in Section 5.1, Parent ARTICLE III (in each case as qualified and Merger Sub hereby acknowledge and agree that neither limited by the Company nor Disclosure Schedule) and in any ancillary agreement or any certificate or document delivered in connection herewith or therewith, (a) none of the Company or any of its Subsidiaries, nor or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisorsstockholders or Representatives, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Buyer, disclosed the Transitory Subsidiary or delivered any of their respective Affiliates, stockholders or Representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to Parent provide any information to the Buyer, the Transitory Subsidiary or Merger Sub. Neither any of their respective Affiliates, stockholders or Representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, none of the Company nor or any of its Subsidiaries, nor or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisorsstockholders or Representatives, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification or other obligation of any kind or nature to Parentthe Buyer, Merger Sub the Transitory Subsidiary or any of their respective Affiliates, stockholders or Representatives, or any other Person Person, resulting from the delivery, dissemination or any other distribution to Parentthe Buyer, Merger Sub the Transitory Subsidiary or any of their respective Affiliates, stockholders or Representatives, or any other Person, or the use by Parentthe Buyer, Merger Sub the Transitory Subsidiary or any of their respective Affiliates, stockholders or Representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisors, agents stockholders or representativesRepresentatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parentthe Buyer, Merger Sub the Transitory Subsidiary or any of their respective Affiliates, stockholders, or Representatives, or any other Person Person, in certain “data rooms,” confidential information memoranda, management presentations or due diligence discussions otherwise in anticipation or contemplation of the Merger or any of the transactions other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in ARTICLE III (in each case as qualified and limited by the Company Disclosure Schedule) and the representations and warranties of the Company made in any ancillary agreement or any certificate or document delivered in connection with this Agreement or any ancillary agreement) none of the Buyer, the Transitory Subsidiary or any of their respective Affiliates, stockholders or Representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Victoria's Secret & Co.)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article III, Parent Newco and Merger Sub hereby acknowledge and agree that (a) neither the Company nor or any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Newco, disclosed Merger Sub or delivered to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, and (b) neither the Company or any of its Subsidiaries, nor or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to ParentNewco, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, resulting from the delivery, dissemination or any other distribution to ParentNewco, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by ParentNewco, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to ParentNewco, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the other transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.13 or this Agreement shall relieve any Person of liability for fraud or willful misconduct or prevent Newco and Merger Sub from relying on the representations and warranties of the Company set forth in this Agreement or the other agreements or certificates entered into or delivered by the Company in connection with this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article 3, Parent and Merger Sub hereby acknowledge and agree that (a) neither the Company nor any of its the Company Subsidiaries, nor any of their respective affiliates, stockholders, directors, officers, employees, Affiliatesagents, advisors, agents representatives or representatives, nor any other Person, advisors has made or is making any other express or implied representation or warranty with respect to the Company or any of its the Company Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to Parent, disclosed Merger Sub or delivered to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representativesany other Person, and (b) neither the Company nor any of the Company Subsidiaries, nor or any of their respective affiliates, stockholders, directors, officers, employees, agents, Representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification other obligation of any kind or nature to Parent, Merger Sub or any of their respective affiliates, stockholders, directors, officers, employees, agents, Representatives or advisors, or any other Person Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective affiliates, stockholders, directors, officers, employees, agents, Representatives or advisors, or any other Person, or the use by Parent, Merger Sub or any of their respective affiliates, stockholders, directors, officers, employees, agents, Representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its the Company Subsidiaries, or any of their respective affiliates, stockholders, directors, officers, employees, Affiliatesagents, Representatives or advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any of their respective affiliates, stockholders, directors, officers, employees, agents, Representatives or advisors, or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the transactions contemplated by this Agreementother Transactions.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Section 5.1ARTICLE III and in any closing certificate, Parent and Merger Sub hereby acknowledge and agree that neither (a) none of the Company nor any of Company, its SubsidiariesSubsidiary, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Representatives or representatives, nor any other Person, Person has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries Subsidiary or their respective business or operations, including with respect to any information providedprovided or made available to Parent, disclosed or delivered to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Representatives or representatives, nor any other Person, whether prior to or after the date hereof, and (b) none of the Company, its Subsidiary, their respective Representatives or any other Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub Sub, any of their respective Representatives or any other Person resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub Sub, any of their respective Representatives or any other Person, or the use by Parent, Merger Sub Sub, any of their respective Representatives or any other Person, Person of any such information provided or made available to any of them by the Company or any of Company, its SubsidiariesSubsidiary, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Except The Parent Parties hereby acknowledge and agree that (a) except for the representations and warranties set forth in Section 5.1Article III, Parent and Merger Sub hereby acknowledge and agree that neither the Company nor any of its Company Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its the Company Subsidiaries or their respective business or operations, including with respect to any information provided, disclosed provided or delivered made available to Parent or Merger Sub. Neither any of their respective Affiliates or Representatives or any other Person and (b) except in the case of fraud, neither the Company nor any of its Company Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub the Parent Parties or any of their respective Affiliates or Representatives or any other Person Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Parent Parties or any of their respective Affiliates or Representatives or any other Person, or the use by Parent, Merger Sub the Parent Parties or any of their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by the Company or any of its Company Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub Parent or any of its Affiliates or Representatives or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Mergers or any of the transactions contemplated by this Agreementother Transactions.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1this Agreement, Parent and Merger Acquisition Sub hereby acknowledge and agree that (a) neither the Company nor or any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Parent, disclosed Acquisition Sub or delivered to Parent any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or Merger Sub. Neither advisors, or any other Person, and (b) neither the Company nor any of its Subsidiaries, nor or any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1ARTICLE IV, Parent and Merger Acquisition Sub hereby acknowledge and agree that (a) neither the Company nor or any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to Parent, disclosed Acquisition Sub or delivered to Parent any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or Merger Sub. Neither advisors, or any other Person, and (b) neither the Company nor any of its Subsidiaries, nor or any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Acquisition Sub or any other Person, or the use by Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any other Person in certain “data rooms,” confidential information memoranda, management presentations or due diligence discussions in anticipation or contemplation of any of the transactions contemplated by this Agreement.or
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1, Parent and Merger Sub hereby acknowledge and agree that neither the Company nor any of its Subsidiaries, nor any of their respective stockholdersshareholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided, disclosed provided or delivered made available to Parent or Merger Sub. Neither Except as expressly provided in this Agreement, neither the Company nor any of its Subsidiaries, nor any of their respective stockholdersshareholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any other Person, or the use by Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of its Subsidiaries, or any of their respective stockholdersshareholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any other Person in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of any of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pharmaceutical Product Development Inc)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article III, Parent and Merger Sub hereby acknowledge and agree that (a) neither the Company nor any of its Subsidiaries, nor any of their respective stockholdersAffiliates, shareholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Parent, disclosed or delivered to Parent or Merger Sub. Neither , their Affiliates or any of their respective shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, and (b) neither the Company nor any of its Subsidiaries, nor or any of their respective stockholdersAffiliates, shareholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Sub or any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective stockholdersAffiliates, shareholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, in certain “data rooms,” confidential information memoranda, management presentations or due diligence discussions otherwise in anticipation or contemplation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article V, Parent and Merger Sub hereby acknowledge and agree that neither the Company nor any of its Subsidiaries, nor or any of their respective stockholdersshareholders, directors, officers, employees, Affiliates, advisors, agents or agents, representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided, disclosed provided or delivered made available to Parent or Merger Sub. Neither Except for the representations and warranties set forth in Article V, neither the Company nor any of its Subsidiaries, nor or any of their respective stockholdersshareholders, directors, officers, employees, Affiliates, advisors, agents or agents, representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any other Person, or the use by Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of its Subsidiaries, or any of their respective stockholdersshareholders, directors, officers, employees, Affiliates, advisors, agents or agents, representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any other Person in certain “data rooms,” ”, confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of any of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ems Technologies Inc)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1, Parent and Merger Sub hereby acknowledge and agree that neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided, disclosed provided or delivered made available to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any other Person, or the use by Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of its Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any other Person in certain “"data rooms,” " confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of any of the transactions contemplated by this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article II, Parent and Merger Sub and Parent hereby acknowledge and agree that that: (a) neither the Company nor any of its Company Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Company Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Merger Sub, disclosed or delivered to Parent or Merger Sub. Neither any of their respective Affiliates or Representatives or any other Person; and (b) except in the case of fraud, neither the Company nor any of its Company Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to ParentMerger Sub, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person Person, resulting from the delivery, dissemination or any other distribution to ParentMerger Sub, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person, or the use by ParentMerger Sub, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by the Company or any of its Company Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to ParentMerger Sub, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the transactions contemplated by this Agreementother Transactions.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth made by the Company in Section 5.1Article III or in any certificate delivered pursuant to this Agreement, Parent and Merger Sub (each for itself and on behalf of its Affiliates and Representatives) hereby acknowledge and agree that neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has have made or is making are making, and each of Parent, Merger Sub and their Affiliates and respective Representatives have not relied on and are not relying on, any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or businesses, operations, including properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their Affiliates or respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing or any oral, written, video, electronic or other information provideddeveloped by Parent, disclosed Merger Sub or any of their Affiliates or respective Representatives. Except in connection with the representations and warranties made by the Company in Article III or in any certificate delivered pursuant to this Agreement, Parent or and Merger Sub. Neither Sub (each for itself and on behalf of its Affiliates and Representatives) hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person of their Affiliates or respective Representatives resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any other Personof their Affiliates or respective Representatives (in any form whatsoever and through any medium whatsoever), or the use by Parent, Merger Sub or any other Personof their Affiliates or respective Representatives, of any such information provided or made available to them by the Company or any of its Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material developed by or provided or made available to Parent, Merger Sub or any other Person of their Affiliates or respective Representatives, including in certain due diligence materials, “data rooms,” confidential information memoranda, or management presentations (formal or due diligence discussions informal, in person, by phone, through video or in any other format), in anticipation or contemplation of any of the transactions contemplated by Transactions. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that they have conducted, to their satisfaction, their own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making their determination to proceed with the Transactions, each of Parent, Merger Sub and their Affiliates and respective Representatives have relied on the results of their own independent investigation and the representations and warranties set forth in Article III or in any certificate delivered pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Verizon Communications Inc)
No Other Company Representations or Warranties. Except Purchaser and Parent hereby acknowledge and agree that (a) except for the representations and warranties set forth in Section 5.1Article III, Parent and Merger Sub hereby acknowledge and agree that neither the Company nor any of its Company Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Company Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Purchaser, disclosed or delivered to Parent or Merger Sub. Neither any of their respective Affiliates or Representatives or any other Person and (b) except in the case of Fraud, neither the Company nor any of its Company Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to ParentPurchaser, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person Person, resulting from the delivery, dissemination or any other distribution to ParentPurchaser, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person, or the use by ParentPurchaser, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by the Company or any of its Company Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to ParentPurchaser, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Offer, the Merger or any of the transactions contemplated by this Agreementother Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GenMark Diagnostics, Inc.)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1, Parent and Merger Sub hereby acknowledge and agree that neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided, disclosed provided or delivered made available to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any other Person, or the use by Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of its Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any other Person in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of any of the transactions contemplated by this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Section 5.1ARTICLE III and in any closing certificate, Parent and Merger Sub hereby acknowledge and agree that neither (a) none of the Company nor any of Company, its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Representatives or representatives, nor any other Person, Person has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to Parent, disclosed or delivered to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Representatives or representatives, nor any other Person, whether prior to or after the date hereof, and (b) none of the Company, its Subsidiaries, their respective Representatives or any other Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub Sub, any of their respective Representatives or any other Person resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub Sub, any of their respective Representatives or any other Person, or the use by Parent, Merger Sub Sub, any of their respective Representatives or any other Person, Person of any such information provided or made available to any of them by the Company or any of Company, its Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article II, Parent and Merger Sub hereby acknowledge and agree that (a) neither the Company nor or any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Parent, disclosed Merger Sub or delivered to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, and (b) neither the Company or any of its Subsidiaries, nor or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the other transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 3.13 shall relieve any Person of liability for fraud or intentional misconduct.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Double-Take Software, Inc.)
No Other Company Representations or Warranties. Except Purchaser and Parent hereby acknowledge and agree that (a) except for the representations and warranties set forth in Section 5.1Article III, Parent and Merger Sub hereby acknowledge and agree that neither the Company nor any of its Company Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Company Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Purchaser, disclosed or delivered to Parent or Merger Sub. Neither any of their respective Affiliates or Representatives or any other Person and (b) except in the case of Fraud, neither the Company nor any of its Company Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to ParentPurchaser, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person Person, resulting from the delivery, dissemination or any other distribution to ParentPurchaser, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person, or the use by ParentPurchaser, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by the Company or any of its Company Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to ParentPurchaser, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Offer, the Merger or any of the transactions contemplated by this Agreement.other Transactions
Appears in 1 contract
No Other Company Representations or Warranties. Except for as and only to the extent expressly set forth in the representations and warranties set forth in Section 5.1Article III, Merger Subsidiary and Parent and Merger Sub hereby acknowledge and agree that that: (a) neither the Company nor any of its Company Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Company Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Merger Subsidiary, disclosed or delivered to Parent or Merger Sub. Neither any of their respective Affiliates or Representatives or any other Person; and (b) except in the case of fraud, neither the Company nor any of its Company Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to ParentMerger Subsidiary, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person Person, resulting from the delivery, dissemination or any other distribution to ParentMerger Subsidiary, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person, or the use by ParentMerger Subsidiary, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by the Company or any of its Company Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to ParentMerger Subsidiary, Merger Sub Parent or any of their respective Affiliates or Representatives or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the transactions contemplated by this AgreementTransactions.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article 3, Parent and Merger Sub hereby acknowledge and agree that (a) neither the Company nor any of its the Company Subsidiaries, nor any of their respective affiliates, stockholders, directors, officers, employees, Affiliatesagents, advisors, agents representatives or representatives, nor any other Person, advisors has made or is making any other express or implied representation or warranty with respect to the Company or any of its the Company Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to Parent, disclosed Merger Sub or delivered to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representativesany other Person, and (b) neither the Company nor any of the Company Subsidiaries, nor or any of their respective affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any of their respective affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Sub or any of their respective affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its the Company Subsidiaries, or any of their respective affiliates, stockholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any of their respective affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the transactions contemplated by this Agreementother Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Martek Biosciences Corp)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article III, Parent and Merger Sub hereby acknowledge and agree that (a) neither the Company nor any of its Subsidiaries, nor any of their respective stockholdersAffiliates, shareholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Parent, disclosed or delivered to Parent or Merger Sub. Neither , their Affiliates or any of their respective shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, and (b) neither the Company nor any of its Subsidiaries, nor or any of their respective stockholdersAffiliates, shareholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Sub or any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective stockholdersAffiliates, shareholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article III, Parent the Guarantors have acknowledged, and Newco and Merger Sub hereby acknowledge and agree acknowledge, that neither the Company nor or any of its Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or agents, representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Guarantors, disclosed or delivered to Parent Newco or Merger SubSub (or any of them). Neither the Company nor or any of its Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or agents, representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Parentthe Guarantors, Newco, Merger Sub or any other Person resulting from the delivery, dissemination or any other distribution to Parentthe Guarantors, Newco, Merger Sub or any other Person, or the use by Parentthe Guarantors, Newco, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of its Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or agents, representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parentthe Guarantors, Newco, Merger Sub or any other Person in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of any of the transactions contemplated by this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth made by the Company in Section 5.1Article III or in any certificate delivered pursuant to this Agreement, Parent and Merger Sub (each for itself and on behalf of its Affiliates and Representatives) hereby acknowledge and agree that neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has have made or is making are making, and each of Parent, Merger Sub and their Affiliates and respective Representatives have not relied on and are not relying on, any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or businesses, operations, including properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their Affiliates or respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing or any oral, written, video, electronic or other information provideddeveloped by Parent, disclosed Merger Sub or any of their Affiliates or respective Representatives. Except in connection with the representations and warranties made by the Company in Article III or in any certificate delivered pursuant to this Agreement, Parent or and Merger Sub. Neither Sub (each for itself and on behalf of its Affiliates and Representatives) hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person of their Affiliates or respective Representatives resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any other Personof their Affiliates or respective Representatives (in any form whatsoever and through any medium whatsoever), or the use by Parent, Merger Sub or any other Personof their Affiliates or respective Representatives, of any such information provided or made available to them by the Company or any of its Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material developed by or provided or made available to Parent, Merger Sub or any other Person of their Affiliates or respective Representatives, including in certain due diligence materials, “data rooms,” confidential information memoranda, or management presentations (formal or due diligence discussions informal, in person, by phone, through video or in any other format), in anticipation or contemplation of any of the transactions contemplated by Transactions. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that they have conducted, to their satisfaction, their own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making their determination to proceed with the Transactions, each of Parent, Merger Sub and their Affiliates and respective Representatives have relied on the results of their own independent investigation and the representations and warranties set forth in Article III or in any certificate delivered pursuant to this Agreement. SECTION 4.12. Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Xxxxxx and Merger Sub and their Affiliates and respective Representatives, the negotiations of this Agreement or the course of the Transactions, Parent, Merger Sub and their Affiliates and respective Representatives have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business and strategic plan information, regarding the Company and its Subsidiaries and their respective businesses and operations. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that (a) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business and strategic plans, with which Parent and Merger Sub are familiar, (b) Parent and Merger Sub (each for itself and on behalf of its Affiliates and Representatives) are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and (c) Parent, Merger Sub, their Affiliates and respective Representatives have not relied on such information and will have no claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto or any rights hereunder with respect thereto, except, in the case of each of the foregoing clauses (a), (b) and (c), for the representations and warranties expressly set forth in Article III or in any certificate delivered pursuant to this Agreement and any rights hereunder with respect thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Frontier Communications Parent, Inc.)
No Other Company Representations or Warranties. Except The Parent and the Purchaser hereby acknowledge and agree (on their own behalf and on behalf of each of their respective Affiliates, equityholders and Representatives) that, except for the representations and warranties expressly set forth in Section 5.1, Parent Article III (in each case as qualified and Merger Sub hereby acknowledge and agree that neither limited by the Company nor Disclosure Schedule), (a) none of the Company or any of its Subsidiaries, nor or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisorsequityholders or Representatives, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operationsoperations or any other matter in connection with this Agreement and the transactions contemplated hereby or otherwise, including with respect to any information providedprovided or made available to the Parent, disclosed the Purchaser or delivered any of their respective Affiliates, equityholders or Representatives, or any other Person, or had or has any duty or obligation to Parent provide any information to the Parent, the Purchaser or Merger Sub. Neither any of their respective Affiliates, equityholders or Representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, (b) to the fullest extent permitted by law, none of the Company nor or any of its Subsidiaries, nor or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisorsequityholders or Representatives, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification or other obligation of any kind or nature to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, equityholders or Representatives, or any other Person Person, resulting from the delivery, dissemination or any other distribution to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, equityholders or Representatives, or any other Person, or the use by the Parent, Merger Sub the Purchaser or any of their respective Affiliates, equityholders or Representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisors, agents stockholders or representativesRepresentatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders, or Representatives, or any other Person Person, in certain “data rooms,” confidential information memoranda, management presentations or due diligence discussions otherwise in anticipation or contemplation of the Merger or any of the transactions other transaction contemplated by this Agreement, and (c) none of the Parent, the Purchaser or any of their respective Affiliates, equityholders or Representatives, or any other Person, has relied on any information, materials, representations or warranties or other statements or omissions (including as to the accuracy or completeness thereof), whether express or implied, that may have been made, provided or made available by the Company, any of its Affiliates, stockholders or Representatives or any other Person with respect to the Company or any of its Subsidiaries or their respective business or operations or otherwise in connection with or relating to the entry into this Agreement and the transactions contemplated hereby. The Parent and the Purchaser each expressly disclaims any obligation or duty by the Company or any of its Subsidiaries, or any of its or their respective Affiliates, equityholders or Representatives, or any other Person, to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blue Apron Holdings, Inc.)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article III, Parent and Merger Sub hereby acknowledge and agree that (a) neither the Company nor any of its Subsidiaries, nor any of their respective stockholdersAffiliates, shareholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to Parent, disclosed or delivered to Parent or Merger Sub. Neither , their Affiliates or any of their respective shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, and (b) neither the Company nor any of its Subsidiaries, nor or any of their respective stockholdersAffiliates, shareholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Sub or any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective stockholdersAffiliates, shareholders, directors, officers, employees, Affiliatesagents, representatives or advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vimicro International CORP)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1, Parent and Merger Sub hereby acknowledge and agree that neither the Company nor any of its Subsidiaries, nor any of their respective stockholdersshareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided, disclosed or delivered to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholdersshareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any other Person, or the use by Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of its Subsidiaries, or any of their respective stockholdersshareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any other Person in certain “data rooms,” confidential information memoranda, management presentations or due diligence discussions in anticipation or contemplation of any of the transactions contemplated by this AgreementTransactions.
Appears in 1 contract
No Other Company Representations or Warranties. Except The Parent and the Merger Sub hereby acknowledge and agree that, (a) except for the representations and warranties set forth in Section 5.1, Parent Article III (in each case as qualified and Merger Sub hereby acknowledge and agree that neither limited by the Company nor Disclosure Schedule), none of the Company or any of its Subsidiaries, nor or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisorsshareholders or Representatives, agents or representatives, nor any other PersonPerson acting on behalf of the Company, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Parent, disclosed the Merger Sub or delivered any of their respective Affiliates, shareholders or Representatives, or any other Person acting on behalf of the Parent, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Parent, the Merger Sub or any of their respective Affiliates, shareholders or Representatives, or any other Person acting on behalf of the Parent, in connection with this Agreement, the transactions contemplated hereby or otherwise, (b) except for rights and remedies in favor of the Parent and the Merger Sub expressly contemplated by this Agreement in respect of any breach of or Merger Sub. Neither inaccuracy in any of the representations and warranties set forth in Article III (in each case as qualified and limited by the Company nor Disclosure Schedule), to the fullest extent permitted by law, none of the Company or any of its Subsidiaries, nor or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisorsshareholders or Representatives, agents or representatives, nor any other PersonPerson acting on behalf of the Company, will have or be subject to any liability or indemnification or other obligation of any kind or nature to the Parent, the Merger Sub or any of their respective Affiliates, shareholders or Representatives, or any other Person acting on behalf of the Parent, resulting from the delivery, dissemination or any other distribution to the Parent, the Merger Sub or any of their respective Affiliates, shareholders or Representatives, or any other PersonPerson acting on behalf of the Parent, or the use by the Parent, the Merger Sub or any of their respective Affiliates, shareholders or Representatives, or any other PersonPerson acting on behalf of the Parent, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisors, agents shareholders or representativesRepresentatives, or any other PersonPerson acting on behalf of the Company, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to the Parent, the Merger Sub or any of their respective Affiliates, shareholders, or Representatives, or any other Person acting on behalf of the Parent, in certain “data rooms,” confidential information memoranda, management presentations or due diligence discussions otherwise in anticipation or contemplation of the Merger or any of the transactions other transaction contemplated by this Agreement, and (c) except for the representations and warranties set forth in Article III (in each case as qualified and limited by the Company Disclosure Schedule), none of the Parent, the Merger Sub or any of their respective Affiliates, shareholders or Representatives, or any other Person acting on behalf of the Parent, has relied on any such information (including the accuracy or completeness thereof).
Appears in 1 contract
No Other Company Representations or Warranties. Except The Parent and the Purchaser hereby acknowledge and agree that, except for the representations and warranties set forth in Section 5.1, Parent Article III (in each case as qualified and Merger Sub hereby acknowledge and agree that neither limited by the Company nor Disclosure Schedule), (a) none of the Company or any of its Subsidiaries, nor or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisorsequityholders or Representatives, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Parent, disclosed the Purchaser or delivered any of their respective Affiliates, equityholders or Representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to Parent provide any information to the Parent, the Purchaser or Merger Sub. Neither any of their respective Affiliates, equityholders or Representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) none of the Company nor or any of its Subsidiaries, nor or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisorsequityholders or Representatives, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification or other obligation of any kind or nature to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, equityholders or Representatives, or any other Person Person, resulting from the delivery, dissemination or any other distribution to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders or Representatives, or any other Person, or the use by the Parent, Merger Sub the Purchaser or any of their respective Affiliates, equityholders or Representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisors, agents equityholders or representativesRepresentatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, equityholders, or Representatives, or any other Person Person, in certain “data rooms,” confidential information memoranda, management presentations or due diligence discussions otherwise in anticipation or contemplation of the Offer, the Merger or any of the transactions other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article III (in each case as qualified and limited by the Company Disclosure Schedule)) none of the Parent, the Purchaser or any of their respective Affiliates, equityholders or Representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Houghton Mifflin Harcourt Co)
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1ARTICLE IV, Parent and Merger Acquisition Sub hereby acknowledge and agree that (a) neither the Company nor or any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Parent, disclosed Acquisition Sub or delivered to Parent any of their respective Affiliates or Merger Sub. Neither Representatives or any other Person, and (b) neither the Company nor any of its Subsidiaries, nor or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, nor Representatives or any other Person, Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Acquisition Sub or any of their respective Affiliates or Representatives or any other Person Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Acquisition Sub or any of their respective Affiliates or Representatives or any other Person, or the use by Parent, Merger Acquisition Sub or any of their respective Affiliates or Representatives or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents Affiliates or representatives, Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Acquisition Sub or any of their respective Affiliates or Representatives or any other Person Person, in certain “data rooms,” confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (McCormick & Schmicks Seafood Restaurants Inc.)
No Other Company Representations or Warranties. Except The Parent and the Purchaser hereby acknowledge and agree that, except for the representations and warranties set forth in Section 5.1, Parent Article III (in each case as qualified and Merger Sub hereby acknowledge and agree that neither limited by the Company nor Disclosure Schedule), (a) none of the Company or any of its Subsidiaries, nor or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisorsstockholders or Representatives, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Parent, disclosed the Purchaser or delivered any of their respective Affiliates, stockholders or Representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to Parent provide any information to the Parent, the Purchaser or Merger Sub. Neither any of their respective Affiliates, stockholders or Representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by law, none of the Company nor or any of its Subsidiaries, nor or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisorsstockholders or Representatives, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification or other obligation of any kind or nature to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders or Representatives, or any other Person Person, resulting from the delivery, dissemination or any other distribution to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders or Representatives, or any other Person, or the use by the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders or Representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisors, agents stockholders or representativesRepresentatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders, or Representatives, or any other Person Person, in certain “data rooms,” confidential information memoranda, management presentations or due diligence discussions otherwise in anticipation or contemplation of the Offer, the Merger or any of the transactions other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article III (in each case as qualified and limited by the Company Disclosure Schedule)) none of the Parent, the Purchaser or any of their respective Affiliates, stockholders or Representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article V, Parent and Merger Sub hereby acknowledge and agree that neither the Company nor any of its Subsidiaries, nor any of their respective stockholdersshareholders, directors, officers, employees, Affiliates, advisors, agents or agents, representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided, disclosed provided or delivered made available to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor or any of their respective stockholdersshareholders, directors, officers, employees, Affiliates, advisors, agents or agents, representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any other Person, or the use by Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of its Subsidiaries, or any of their respective stockholdersshareholders, directors, officers, employees, Affiliates, advisors, agents or agents, representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any other Person in certain “data rooms,” ”, confidential information memoranda, memoranda or management presentations or due diligence discussions in anticipation or contemplation of any of the Offer, the Merger or the other transactions contemplated by this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Except for the representations and warranties set forth in Section 5.1Article III, Parent and Merger Sub hereby acknowledge and agree that neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, nor any other Person, has made or is making making, and that Parent and Merger Sub have not relied on and will not be entitled to, and will not, rely on, any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operationsoperations or any other matter, including with respect to the accuracy or completeness of any information provided, disclosed or delivered to Parent or Merger Sub. Neither Except for the representations and warranties set forth in Article III, neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any other Person, or the use by Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of its Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliatesaffiliates, advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any other Person in certain “data rooms,” confidential information memoranda, management presentations or due diligence discussions in anticipation or contemplation of any of the transactions contemplated by this Agreement.
Appears in 1 contract
No Other Company Representations or Warranties. Except The Parent and the Merger Sub hereby acknowledge and agree that, except for the representations and warranties set forth in Section 5.1, Parent Article III (in each case as qualified and Merger Sub hereby acknowledge and agree that neither limited by the Company nor Disclosure Schedule), (a) none of the Company or any of its Subsidiaries, nor or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisorsstockholders or Representatives, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information providedprovided or made available to the Parent, disclosed the Merger Sub or delivered any of their respective Affiliates, stockholders or Representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to Parent provide any information to the Parent, the Merger Sub or Merger Sub. Neither any of their respective Affiliates, stockholders or Representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by law, none of the Company nor or any of its Subsidiaries, nor or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisorsstockholders or Representatives, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification or other obligation of any kind or nature to the Parent, the Merger Sub or any of their respective Affiliates, stockholders or Representatives, or any other Person Person, resulting from the delivery, dissemination or any other distribution to the Parent, the Merger Sub or any of their respective Affiliates, stockholders or Representatives, or any other Person, or the use by the Parent, the Merger Sub or any of their respective Affiliates, stockholders or Representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of its or their respective stockholders, directors, officers, employees, Affiliates, advisors, agents stockholders or representativesRepresentatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to the Parent, the Merger Sub or any of their respective Affiliates, stockholders, or Representatives, or any other Person Person, in certain “data rooms,” confidential information memoranda, management presentations or due diligence discussions otherwise in anticipation or contemplation of the Merger or any of the transactions other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article III (in each case as qualified and limited by the Company Disclosure Schedule)) none of the Parent, the Merger Sub or any of their respective Affiliates, stockholders or Representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof) or any representations or warranties or other statements or omissions that may have been made by the Company or any Person with respect to the Company other than the representations and warranties set forth in this Agreement. The Parent and the Merger Sub each expressly disclaims any obligation or duty by the Company to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Endurance International Group Holdings, Inc.)
