No Other Offeror Representations and Warranties Sample Clauses

No Other Offeror Representations and Warranties. Except for the representations and warranties made by the Offeror and Meridiam Fund IV in this Clause 11, as applicable, neither the Offeror, Meridiam Fund IV, nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of either the Offeror or Meridiam Fund IV, their business, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Offeror or Meridiam Fund IV, or any other matter furnished or provided to the Company or made available to the Company in any “data rooms”, “virtual data rooms”, management presentations or in any other form in expectation of, or in connection with, this TFA or the Transaction. Each of the Offeror and Meridiam Fund IV disclaims any other representations or warranties, whether made by the Offeror or any of its Affiliates or Representatives or Meridiam Fund IV or any of its Representatives. Each of the Offeror and Meridiam Fund IV specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Subsidiaries have specifically disclaimed and do hereby specifically disclaim any such other representation and warranties. None of the representations and warranties made by the Offeror and Meridiam Fund IV in this Clause 11, as applicable, shall survive the Acceptance Time, except for the representations and warranties made in Clause 11.5.
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Related to No Other Offeror Representations and Warranties

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Definitions For purposes of this Agreement:

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

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