Common use of No Other Representation or Warranty Clause in Contracts

No Other Representation or Warranty. Except for the representations and warranties expressly set forth in this Article III, neither the Company nor any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Company, its Subsidiaries or their respective businesses or with respect to any other information provided to Parent, Merger Sub or their Representatives or Affiliates in connection with the transactions contemplated hereby. Neither the Company nor any other Person will have or be subject to any liability to Parent, Merger Sub or any other Person resulting from the distribution to Parent, Merger Sub or their respective Representatives or Affiliates, or Parent’s, Merger Sub’ or their Representatives’ or Affiliates’ use of, any such information, including any information, documents, projections, forecasts or any other material made available to Parent, Merger Sub or their Representatives or Affiliates in certain “data rooms” or management presentations in connection with Parent’s and Merger Sub’s consideration and review of the transactions contemplated hereby, unless any such information is included in a representation or warranty contained in this Article III. Except for the representations and warranties contained in Article IV below, the Company acknowledges that none of Parent, Merger Sub or any Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided or made available to the Company in connection with the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Genesee & Wyoming Inc), Agreement and Plan of Merger (Railamerica Inc /De)

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No Other Representation or Warranty. Except for the representations and warranties expressly set forth contained in this Article IIIIV, neither the Company nor any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Company, its Subsidiaries or their respective businesses or with respect to any other information provided to Parent, Merger Sub or their Representatives or Affiliates in connection with the transactions contemplated hereby. Neither the Company nor any other Person will have or be subject to any liability to Parent, Merger Sub or any other Person resulting from the distribution to Parent, Merger Sub or their respective Representatives or Affiliates, or Parent’s, Merger Sub’s or their Representatives’ or Affiliates’ use of, any such information, including any information, documents, projections, forecasts or any other material made available to Parent, Merger Sub or their Representatives or Affiliates in certain “data rooms” or management presentations in connection with Parent’s and Merger Sub’s consideration and review of the transactions contemplated hereby, unless any such information is expressly included in a representation or warranty contained in this Article III. Except for the representations and warranties contained in Article IV below, the Company acknowledges that none of Parent, Merger Sub or any Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided or made available to the Company in connection with the transactions contemplated by this AgreementIV.

Appears in 1 contract

Samples: Agreement and Plan of Merger (KKR & Co. Inc.)

No Other Representation or Warranty. Except for the representations and warranties expressly set forth in this Article IIIIV, neither the Company Parent nor Merger Sub nor any other Person on behalf of the Company Parent or Merger Sub makes any express or implied representation or warranty with respect to the CompanyParent, its Merger Sub, or their respective Subsidiaries or their respective businesses or with respect to any other information provided to Parent, Merger Sub the Company or their its Representatives or Affiliates in connection with the transactions contemplated hereby. Neither the Company nor None of Parent, Merger Sub or any other Person will have or be subject to any liability or indemnification obligation, except with respect to Parentfraud, Merger Sub to the Company or any other Person resulting from the distribution to Parent, Merger Sub the Company or their respective its Representatives or Affiliates, or Parent’s, Merger Sub’ the Company's or their its Representatives' or Affiliates' use of, any such information, including any information, documents, projections, forecasts or any other material made available to Parent, Merger Sub the Company or their its Representatives or Affiliates in certain “data rooms” or management presentations in connection with Parent’s and Merger Sub’s the Company's consideration and review of the transactions contemplated hereby, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in this Article IIIIV. Except for the representations and warranties contained in Article IV belowIII above, as qualified by the Company Disclosure Letter, or in any certificates delivered by the Company in connection with the Closing, each of Parent and Merger Sub acknowledges that none of Parent, Merger Sub or neither the Company nor any Person on behalf of Parent or Merger Sub the Company makes any other express or implied representation or warranty with respect to Parent the Company or Merger Sub any of its Subsidiaries or with respect to any other information provided or made available to the Company Parent or Merger Sub in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Providence & Worcester Railroad Co/Ri/)

No Other Representation or Warranty. Except for the representations and warranties expressly set forth contained in this Article IIIIV, neither the Company nor any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Company, its Subsidiaries or their respective businesses or with respect to any other information provided to Parent, Merger Sub or their Representatives or Affiliates in connection with the transactions contemplated hereby. Neither the Company nor any other Person will have or be subject to any liability to Parent, Merger Sub or any other Person resulting from the distribution to Parent, Merger Sub or their respective Representatives or Affiliates, or Parent’s's, Merger Sub's or their Representatives' or Affiliates' use of, any such information, including any information, documents, projections, forecasts or any other material made available to Parent, Merger Sub or their Representatives or Affiliates in certain "data rooms" or management presentations in connection with Parent’s 's and Merger Sub’s 's consideration and review of the transactions contemplated hereby, unless any such information is expressly included in a representation or warranty contained in this Article IIIIV. Except for the representations and warranties contained in Article IV belowV, the Company acknowledges that none of Parent, Merger Sub or any Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided or made available to the Company in connection with the transactions contemplated by this Agreement.. ARTICLE V

Appears in 1 contract

Samples: Iv Agreement and Plan of Merger

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No Other Representation or Warranty. Except for the representations and warranties expressly set forth contained in this Article IIIIV, neither the Company nor any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Company, its Subsidiaries or their respective businesses or with respect to any other information provided to Parent, Merger Sub or their Representatives or Affiliates in connection with the transactions contemplated hereby. Neither the Company nor any other Person will have or be subject to any liability to Parent, Merger Sub or any other Person resulting from the distribution to Parent, Merger Sub or their respective Representatives or Affiliates, or Parent’s's, Merger Sub's or their Representatives' or Affiliates' use of, any such information, including any information, documents, projections, forecasts or any other material made available to Parent, Merger Sub or their Representatives or Affiliates in certain "data rooms" or management presentations in connection with Parent’s 's and Merger Sub’s 's consideration and review of the transactions contemplated hereby, unless any such information is expressly included in a representation or warranty contained in this Article IIIIV. Except for the representations and warranties contained in Article IV belowV, the Company acknowledges that none of Parent, Merger Sub or any Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided or made available to the Company in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (State National Companies, Inc.)

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