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

No Other Representations and Warranties; Disclaimers. (a) Except for the representations and warranties made by Parent and Merger Sub in Section 1.3(a) and this Article IV, neither Parent, Merger Sub nor any other Person makes any express or implied representation or warranty with respect to Parent or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and each of Parent and Merger Sub hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in Section 1.3(a) and this Article IV, neither Parent, Merger Sub nor any other Person makes or has made any representation or warranty to the Company or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to the Company or any of their Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the consummation of the Merger and the other Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (O Charleys Inc)

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No Other Representations and Warranties; Disclaimers. (a) Except for the representations and warranties made by Parent and Merger Sub in Section 1.3(a) and this Article ARTICLE IV, neither none of Parent, Merger Sub nor or any other Person makes any express or implied representation or warranty with respect to Parent Parent, Merger Sub or any of its their respective Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and each of Parent and Merger Sub hereby disclaim disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in Section 1.3(a) and this Article ARTICLE IV, neither none of Parent, Merger Sub nor or any other Person makes or has made any representation or warranty to the Company or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, Merger Sub, any of its their respective Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to the Company or any of their Affiliates or Representatives in the course of their due diligence investigation of ParentParent and Merger Sub, the negotiation of this Agreement the Transaction Agreements or in the course of the consummation of the Merger and the other Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.)

No Other Representations and Warranties; Disclaimers. (a) Except for the representations and warranties made by Parent and Merger Sub in Section 1.3(a) and this Article IV, neither none of Parent, Merger Sub nor or any other Person makes any express or implied representation or warranty with respect to Parent Parent, Merger Sub or any of its their respective Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and each of Parent and Merger Sub hereby disclaim disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in Section 1.3(a) and this Article IV, neither none of Parent, Merger Sub nor or any other Person makes or has made any representation or warranty to the Company or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, Merger Sub, any of its their respective Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to the Company or any of their Affiliates or Representatives in the course of their due diligence investigation of ParentParent and Merger Sub, the negotiation of this Agreement the Transaction Agreements or in the course of the consummation of the Merger and the other Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alexanders J Corp)

No Other Representations and Warranties; Disclaimers. (a) Except for the representations and warranties made by Parent and Merger Sub the Purchaser Entities in Section 1.3(a) and this Article IVIII, neither Parent, Merger Sub nor none of the Purchaser Entities or any other Person makes any express or implied representation or warranty with respect to Parent the Purchaser Entities or any of its their respective Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and each of Parent and Merger Sub Purchaser Entity hereby disclaim disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub the Purchaser Entities in Section 1.3(a) and this Article IVIII, neither Parent, Merger Sub nor none of the Purchaser Entities or any other Person makes or has made any representation or warranty to the Company or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parentthe Purchaser Entities, any of its their respective Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to the Company or any of their Affiliates or Representatives in the course of their due diligence investigation of Parentthe Purchaser Entities, the negotiation of this Agreement the Transaction Agreements or in the course of the consummation of the Merger and the other Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alexanders J Corp)

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No Other Representations and Warranties; Disclaimers. (a) Except for the representations and warranties made by Parent and Merger Sub the Purchaser Entities in Section 1.3(a) and this Article IV, neither Parent, Merger Sub nor none of the Purchaser Entities or any other Person makes any express or implied representation or warranty with respect to Parent the Purchaser Entities or any of its their respective Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and each of Parent and Merger Sub Purchaser Entity hereby disclaim disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub the Purchaser Entities in Section 1.3(a) and this Article IV, neither Parent, Merger Sub nor none of the Purchaser Entities or any other Person makes or has made any representation or warranty to the Company or any of their its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parentthe Purchaser Entities, any of its their respective Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to the Company or any of their its Affiliates or Representatives in the course of their due diligence investigation of Parentthe Purchaser Entities, the negotiation of this Agreement the Transaction Agreements or in the course of the consummation of the Merger and the other Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (J. Alexander's Holdings, Inc.)

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