Common use of No Other Representations and Warranties; Disclaimers Clause in Contracts

No Other Representations and Warranties; Disclaimers. Except for the representations and warranties expressly contained in Article IV, the Company agrees and acknowledges that none of Parent, Merger Sub or any Person on behalf of Parent or Merger Sub is making or has made, and the Company hereby agrees it is not relying upon, any other express or implied representation or warranty with respect to Parent, Merger Sub or any of their respective Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or with respect to any other information provided or made available to the Company or its Representatives in connection with the transactions contemplated by this Agreement, including information conveyed at management presentations, in virtual data rooms or in due diligence sessions and, without limiting the foregoing, including any estimates, projections, predictions or other forward-looking information.

Appears in 2 contracts

Samples: Merger Agreement (Yatra Online, Inc.), Agreement and Plan of Merger (Tivity Health, Inc.)

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No Other Representations and Warranties; Disclaimers. Except for the representations and warranties expressly contained in Article IVIII, the Company agrees Parent and acknowledges Merger Sub agree and acknowledge that none of Parent, Merger Sub the Company or any Person on behalf of Parent or Merger Sub the Company is making or has made, and the Company each of Parent and Merger Sub hereby agrees it is not relying upon, any other express or implied representation or warranty with respect to Parent, Merger Sub the Company or any of their respective its Subsidiaries, their respective businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or with respect to any other information provided or made available to the Company Parent or its Representatives Merger Sub in connection with the transactions contemplated by this Agreement, including information conveyed at management presentations, in virtual data rooms or in due diligence sessions and, without limiting the foregoing, including any estimates, projections, predictions or other forward-looking information.. Article IX

Appears in 1 contract

Samples: Merger Agreement (Ebix Inc)

No Other Representations and Warranties; Disclaimers. Except for the representations and warranties expressly contained in Article ‎Article IV, the Company agrees and acknowledges that none of Parent, Merger Sub or any Person on behalf of Parent or Merger Sub is making or has made, and the Company hereby agrees it is not relying upon, any other express or implied representation or warranty with respect to Parent, Merger Sub or any of their respective Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or with respect to any other information provided or made available to the Company or its Representatives in connection with the transactions contemplated by this Agreement, including information conveyed at management presentations, in virtual data rooms or in due diligence sessions and, without limiting the foregoing, including any estimates, projections, predictions or other forward-looking information.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nutri System Inc /De/)

No Other Representations and Warranties; Disclaimers. Except for the representations and warranties expressly contained in Article IV, the Company agrees and acknowledges that none of Parent, Merger Sub or any Person on behalf of Parent or Merger Sub is making or has made, and the Company hereby agrees it is not relying upon, any other express or implied representation or warranty with respect to Parent, Merger Sub or any of their respective Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or with respect to any other information provided or made available to the Company or its Representatives in connection with the transactions contemplated by this Agreement, including information conveyed at management presentations, in virtual data rooms or in due diligence sessions and, without limiting the foregoing, including any estimates, projections, predictions or other forward-looking information.. Article VII

Appears in 1 contract

Samples: Merger Agreement (Ebix Inc)

No Other Representations and Warranties; Disclaimers. Except for the representations and warranties expressly contained in Article IVIII, the Company agrees Parent and acknowledges Merger Sub agree and acknowledge that none of Parent, Merger Sub the Company or any Person on behalf of Parent or Merger Sub the Company is making or has made, and the Company each of Parent and Merger Sub hereby agrees it is not relying upon, any other express or implied representation or warranty with respect to Parent, Merger Sub the Company or any of their respective its Subsidiaries, their respective businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or with respect to any other information provided or made available to the Company Parent or its Representatives Merger Sub in connection with the transactions contemplated by this Agreement, including information conveyed at management presentations, in virtual data rooms or in due diligence sessions and, without limiting the foregoing, including any estimates, projections, predictions or other forward-looking information.

Appears in 1 contract

Samples: Merger Agreement (Yatra Online, Inc.)

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No Other Representations and Warranties; Disclaimers. Except for the representations and warranties expressly contained in Article IVIII, the Company agrees Parent and acknowledges Merger Sub agree and acknowledge that none of Parent, Merger Sub the Company or any Person on behalf of Parent or Merger Sub the Company is making or has made, and the Company each of Parent and Merger Sub hereby agrees it is not relying upon, any other express or implied representation or warranty with respect to Parent, Merger Sub the Company or any of their respective its Subsidiaries, their respective businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or with respect to any other information provided or made available to the Company Parent or its Merger Sub or their Representatives in connection with the transactions contemplated by this Agreement, including information conveyed at management presentations, in virtual data rooms or in due diligence sessions and, without limiting the foregoing, including any estimates, projections, predictions or other forward-looking information.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tivity Health, Inc.)

No Other Representations and Warranties; Disclaimers. Except for the representations and warranties expressly contained in Article IV‎Article III, the Company agrees Parent and acknowledges Merger Sub agree and acknowledge that none of Parent, Merger Sub the Company or any Person on behalf of Parent or Merger Sub the Company is making or has made, and the Company each of Parent and Merger Sub hereby agrees it is not relying upon, any other express or implied representation or warranty with respect to Parent, Merger Sub the Company or any of their respective its Subsidiaries, their respective businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or with respect to any other information provided or made available to the Company Parent or its Merger Sub or their Representatives in connection with the transactions contemplated by this Agreement, including information conveyed at management presentations, in virtual data rooms or in due diligence sessions and, without limiting the foregoing, including any estimates, projections, predictions or other forward-looking information.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nutri System Inc /De/)

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