No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 187 contracts
Samples: Forward Purchase Agreement (G Squared Ascend I Inc.), Forward Purchase Agreement (Igniting Consumer Growth Acquisition Co LTD), Forward Purchase Agreement (Rigel Resource Acquisition Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 4 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”)) with respect to the transactions contemplated hereby.
Appears in 44 contracts
Samples: Subscription Agreement (Zapp Electric Vehicles Group LTD), Subscription Agreement (Zapp Electric Vehicles Group LTD), Subscription Agreement (Lakeshore Acquisition II Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this the offering, sale and purchase of the Forward Purchase Securities, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 43 contracts
Samples: Forward Purchase Agreement (Aries I Acquisition Corp.), Forward Purchase Agreement (M3-Brigade Acquisition III Corp.), Forward Purchase Agreement (M3-Brigade Acquisition III Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this the offering, sale and purchase of the Forward Purchase Shares, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 18 contracts
Samples: Forward Purchase Agreement (Sound Point Acquisition Corp I, LTD), Forward Purchase Agreement (Sound Point Acquisition Corp I, LTD), Forward Purchase Agreement (Sound Point Acquisition Corp I, LTD)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 17 contracts
Samples: Forward Purchase Agreement (Altimeter Growth Corp.), Forward Purchase Agreement (Panacea Acquisition Corp. II), Forward Purchase Agreement (Longview Acquisition Corp. II)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company and the Sponsor in Section 3 4 and Section 5 of this Agreement Agreement, respectively, and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”)) or by the Sponsor, any person on behalf of the Sponsor or any of the Sponsor’s affiliates (collectively, the “Sponsor Parties”) with respect to the transactions contemplated hereby.
Appears in 15 contracts
Samples: Subscription Agreement (LF Capital Acquisition Corp. II), Subscription Agreement (Europa Growth Acquisition Co), Subscription Agreement (LF Capital Acquisition Corp. II)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 4 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 11 contracts
Samples: Forward Purchase Agreement (CM Life Sciences III Inc.), Forward Purchase Agreement (CM Life Sciences III Inc.), Forward Purchase Agreement (CM Life Sciences II Inc.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement, the representations and warranties expressly made by the Sponsor in Section 4 of the this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 10 contracts
Samples: Forward Purchase Agreement (Lanvin Group Holdings LTD), Forward Purchase Agreement (Lanvin Group Holdings LTD), Forward Purchase Agreement (Generation Asia I Acquisition LTD)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement, the representations and warranties expressly made by the Sponsor in Section 4 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 9 contracts
Samples: Forward Purchase Agreement (Summit Healthcare Acquisition Corp.), Forward Purchase Agreement (Summit Healthcare Acquisition Corp.), Forward Purchase Agreement (Summit Healthcare Acquisition Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of neither the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 6 contracts
Samples: Forward Purchase Agreement (Khosla Ventures Acquisition Co. IV), Forward Purchase Agreement (Khosla Ventures Acquisition Co. II), Forward Purchase Agreement (Khosla Ventures Acquisition Co. III)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”). 3.
Appears in 6 contracts
Samples: Forward Purchase Agreement (Dragoneer Growth Opportunities Corp.), Forward Purchase Agreement (Altimeter Growth Corp. 2), Forward Purchase Agreement (Altimeter Growth Corp. 2)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates Affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates Affiliates (collectively, the “Company Parties”).
Appears in 5 contracts
Samples: Forward Purchase Agreement (byNordic Acquisition Corp), Forward Purchase Agreement (byNordic Acquisition Corp), Forward Purchase Agreement (Integral Acquisition Corp 1)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this the offering, sale and purchase of the Forward Purchase Units, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 4 contracts
Samples: Forward Purchase Agreement (SVF Investment Corp. 3), Forward Purchase Agreement (SVF Investment Corp. 2), Forward Purchase Agreement (SVF Investment Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser or the purchase and this offeringsale of the Securities, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 4 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 4 contracts
Samples: Transition Services Agreement (Ligand Pharmaceuticals Inc), Transition Services Agreement (Avista Public Acquisition Corp. II), Forward Purchase Agreement (Ligand Pharmaceuticals Inc)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Additional Forward Purchaser nor any person acting on behalf of the Additional Forward Purchaser nor any of the Additional Forward Purchaser’s affiliates (the “Additional Forward Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Additional Forward Purchaser and this offeringthe Distribution, and the Additional Forward Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Additional Forward Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 3 contracts
Samples: Additional Forward Purchase Agreement (Pershing Square SPARC Holdings, Ltd./De), Additional Forward Purchase Agreement (Pershing Square SPARC Holdings, Ltd./De), Additional Forward Purchase Agreement (Pershing Square SPARC Holdings, Ltd./De)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”)) with respect to the transactions contemplated hereby.
Appears in 3 contracts
Samples: Subscription Agreement (Isos Acquisition Corp.), Subscription Agreement (Isos Acquisition Corp.), Agreement (8i Acquisition 2 Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 3 and in any certificate or written agreement delivered pursuant heretohereto (including the Business Combination Agreement and each Ancillary Agreement) or in any public filings, none of neither the Purchaser Company nor any person acting on behalf of the Purchaser Company, nor any of the PurchaserCompany’s affiliates (collectively, the “Purchaser Company Parties”) ), has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to this Agreement, SPAC, the Purchaser and this offeringCompany, the Transactions or the Business Combination, and the Purchaser Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company Achari Put Holders in Section 3 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Achari Put Holder Parties”).
Appears in 3 contracts
Samples: Put Option Agreement (Achari Ventures Holdings Corp. I), Put Option Agreement (VASO Corp), Put Option Agreement (Achari Ventures Holdings Corp. I)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company and the Sponsor in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or the Sponsor or any of the Company’s other affiliates (collectively, the “Company Parties”).
Appears in 3 contracts
Samples: Forward Purchase Agreement (Tortoise Acquisition Corp.), Forward Purchase Agreement (Tortoise Acquisition Corp.), Forward Purchase Agreement (Tortoise Acquisition Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offeringthe sale and purchase of the Securities, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 4 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”). Notwithstanding anything to the contrary in this Agreement, nothing in this Section 3(o) shall limit any claim or cause of action (or recovery in connection therewith) with respect to fraud.
Appears in 3 contracts
Samples: Backstop Facility Agreement (Trebia Acquisition Corp.), Backstop Facility Agreement (Cannae Holdings, Inc.), Backstop Facility Agreement (Trebia Acquisition Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser Purchasers nor any person acting on behalf of the Purchaser Purchasers nor any of the Purchaser’s Purchasers’ affiliates (the “Purchaser Parties”) has have made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser Purchasers and this the offering, sale and purchase of the Forward Purchase Securities, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 3 contracts
Samples: Forward Purchase Agreement (Motive Capital Corp), Forward Purchase Agreement (Motive Capital Corp), Forward Purchase Agreement (Motive Capital Corp)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant heretoAgreement, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 3 contracts
Samples: Forward Purchase Agreement (Spark I Acquisition Corp), Forward Purchase Agreement (Spark I Acquisition Corp), Forward Purchase Agreement (Spark I Acquisition Corp)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offeringthe sale and purchase of the Securities, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 4 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”). Notwithstanding anything to the contrary in this Agreement, nothing in this Section 3(p) shall limit any claim or cause of action (or recovery in connection therewith) with respect to fraud.
Appears in 3 contracts
Samples: Backstop Agreement (CC Neuberger Principal Holdings III), Backstop Agreement (CC Neuberger Principal Holdings II), Backstop Agreement (CC Neuberger Principal Holdings I)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser Purchasers nor any person acting on behalf of the Purchaser Purchasers nor any of the Purchaser’s Purchasers’ affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser Purchasers and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 3 contracts
Samples: Forward Purchase Agreement (Khosla Ventures Acquisition Co.), Forward Purchase Agreement (Lux Health Tech Acquisition Corp.), Forward Purchase Agreement (Lux Health Tech Acquisition Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this the offering, sale and purchase of the Forward Purchase Securities, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 3 contracts
Samples: Forward Purchase Agreement (Corsair Partnering Corp), Forward Purchase Agreement (Corsair Partnering Corp), Forward Purchase Agreement (Corsair Partnering Corp)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company PubCo in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by PubCo. Except for the specific representations and warranties expressly made by the Company in Section 4 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 3 contracts
Samples: Forward Purchase Agreement (Altimeter Growth Corp.), Forward Purchase Agreement (Altimeter Growth Corp.), Forward Purchase Agreement
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this the offering, sale and purchase of the Forward Purchase Units, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”). 3.
Appears in 2 contracts
Samples: Forward Purchase Agreement (LDH Growth Corp I), Forward Purchase Agreement (LDH Growth Corp I)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offeringthe offering of the Forward Purchase Securities, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 2 contracts
Samples: Forward Purchase Agreement (GP-Act III Acquisition Corp.), Form of Forward Purchase Agreement (Supernova Partners Acquisition Company, Inc.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the such Purchaser nor any person acting on behalf of the such Purchaser nor any of the such Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the such Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”)) with respect to the transactions contemplated hereby.
Appears in 2 contracts
Samples: Subscription Agreement (Good Works II Acquisition Corp.), Subscription Agreement (Good Works Acquisition Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 4 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this the offering, sale and purchase of the Forward Purchase Securities, Class B Shares or Private Placement Warrants and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 5 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 2 contracts
Samples: Forward Purchase Agreement (Authentic Equity Acquisition Corp.), Forward Purchase Agreement (Authentic Equity Acquisition Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates Affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser sale and this offeringpurchase of the Securities, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 4 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates Affiliates (collectively, the “Company Parties”). Notwithstanding anything to the contrary in this Agreement, nothing in this Section 3(p) shall limit any claim or cause of action (or recovery in connection therewith) with respect to fraud. The Purchaser Parties separately specifically disclaim that they are relying upon any representations or warranties that may have been made by Wave, any person on behalf of Wave or any of the Wave’s Affiliates (including Xxxx Resorts, Limited).
Appears in 2 contracts
Samples: Backstop Facility Agreement (Austerlitz Acquisition Corp I), Backstop Facility Agreement (Cannae Holdings, Inc.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and the Sponsors in Section 4 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company Company, the Sponsors or any of the Company’s other affiliates (collectively, the “Company Parties”).
Appears in 2 contracts
Samples: Forward Purchase Agreement, Forward Purchase Agreement (Mosaic Acquisition Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company SPAC, and the Company, as applicable, in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the SPAC and the Company, any person on behalf of the SPAC and the Company or any of the Company’s their affiliates (collectively, the “Company Parties”).
Appears in 2 contracts
Samples: Prepaid Forward Purchase Agreement (Mars Acquisition Corp.), Prepaid Forward Purchase Agreement (FG Merger Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company Sponsor in Section 3 4 and Section 5 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the CompanySponsor, any person on behalf of the Company Sponsor or any of the CompanySponsor’s affiliates (including the Company) (collectively, the “Company Sponsor Parties”)) with respect to the transactions contemplated hereby.
Appears in 2 contracts
Samples: Subscription Agreement (Hennessy Capital Investment Corp. VI), Subscription Agreement (Hennessy Capital Investment Corp. V)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offeringthe offer, sale and purchase of the Securities, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 2 contracts
Samples: Forward Purchase Agreement (Lionheart Acquisition Corp. II), Forward Purchase Agreement (Lionheart Acquisition Corp. II)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”)..
Appears in 2 contracts
Samples: Forward Purchase Agreement (JATT Acquisition Corp), Forward Purchase Agreement (JATT Acquisition Corp)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement Agreement, and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 2 contracts
Samples: Forward Purchase Agreement (Maxeon Solar Technologies, Ltd.), Forward Purchase Agreement (Zhonghuan Singapore Investment & Development Pte. Ltd.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 4 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offeringCompany or the offering of Securities hereunder, and the Purchaser Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company Purchaser in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the CompanyPurchaser Parties. Except for the specific representations and warranties expressly made by the Purchaser in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, any person on behalf of the Company Parties specifically disclaim that they are relying upon any other representations or any of warranties that may have been made by the Company’s affiliates (collectively, the “Company Purchaser Parties”).
Appears in 2 contracts
Samples: Transfer and Subscription Agreement (7 Acquisition Corp), Transfer and Subscription Agreement (7 Acquisition Corp)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Committed Forward Purchaser nor any person acting on behalf of the Committed Forward Purchaser nor any of the Committed Forward Purchaser’s affiliates (the “Committed Forward Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Committed Forward Purchaser and this offeringthe Distribution, and the Committed Forward Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Committed Forward Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 2 contracts
Samples: Committed Forward Purchase Agreement (Pershing Square SPARC Holdings, Ltd./De), Committed Forward Purchase Agreement (Pershing Square SPARC Holdings, Ltd./De)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the such Purchaser nor any person acting on behalf of the such Purchaser nor any of the such Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the such Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 1 contract
Samples: Forward Purchase Agreement (DD3 Acquisition Corp. II)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company and the Sponsor in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company Company, or the Sponsor or any of the Company’s other affiliates (collectively, the “Company Parties”).
Appears in 1 contract
Samples: Forward Purchase Agreement (ECP Environmental Growth Opportunities Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company and the Sponsor in Section 3 4 and Section 5 of this Agreement Agreement, respectively, and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”)) or by the Sponsor, any person on behalf of the Sponsor or any of the Sponsor’s affiliates (collectively, the “Sponsor Parties”) with respect to the transactions contemplated hereby.
Appears in 1 contract
Samples: Subscription Agreement (Valor Latitude Acquisition Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 1 contract
Samples: Forward Purchase Agreement (Provident Acquisition Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser or the purchase and this offeringsale of the Securities, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 1 contract
Samples: Forward Purchase Agreement (Tiga Acquisition Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person Person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person Person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 1 contract
Samples: Forward Purchase Agreement (Vista Oil & Gas, S.A.B. De C.V.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser Purchasers nor any person acting on behalf of the Purchaser Purchasers nor any of the Purchaser’s Purchasers’ affiliates (the “Purchaser Purchasers Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser Purchasers and this offering, and the Purchaser Purchasers Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Purchasers Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 1 contract
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or the Sponsor or any of the Company’s other affiliates (collectively, the “Company Parties”).
Appears in 1 contract
Samples: Forward Purchase Agreement (RedBall Acquisition Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and the transactions contemplated by this offeringAgreement, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement 2(b) and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s other affiliates (collectively, the “Company Parties”).
Appears in 1 contract
Samples: Forward Purchase Agreement (Tortoise Acquisition Corp. II)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 Article 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 Article 4 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”)) with respect to the transactions contemplated hereby.
Appears in 1 contract
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has have made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this the offering, sale and purchase of the Forward Purchase Securities, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 1 contract
Samples: Forward Purchase Agreement (Motive Capital Corp II)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company and the Sponsor in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, Opco, any person on behalf of the Company or Opco or the Sponsor or any of the Company’s other affiliates (collectively, the “Company Parties”).
Appears in 1 contract
Samples: Forward Purchase Agreement (Rice Acquisition Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, as of the date hereof and the issuance and sale of the Securities, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 1 contract
Samples: Forward Purchase Agreement (Gesher I Acquisition Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offeringthe offering of the Forward Purchase Units, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 1 contract
Samples: Forward Purchase Agreement (Capitalworks Emerging Markets Acquisition Corp)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offeringthe offering of the Forward Purchase Shares, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 1 contract
Samples: Forward Purchase Agreement (Tristar Acquisition I Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser Unitholder nor any person acting on behalf of the Purchaser Unitholder nor any of the PurchaserUnitholder’s affiliates (the “Purchaser Unitholder Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser Unitholder and this offering, and the Purchaser Unitholder Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 4 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Unitholder Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”)) with respect to the transactions contemplated hereby.
Appears in 1 contract
Samples: Subscription Agreement (Thayer Ventures Acquisition Corp)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company and Beneficient, as applicable, in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the CompanyCompany or Beneficient, any person on behalf of the Company or Beneficient or any of the Company’s their affiliates (collectively, the “Company Parties”).
Appears in 1 contract
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim disclaims that they are it is relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”)affiliates.
Appears in 1 contract
Samples: Forward Purchase Agreement (Amc Entertainment Holdings, Inc.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser Sponsor nor any person acting on behalf of the Purchaser Sponsor nor any of the PurchaserSponsor’s affiliates (the “Purchaser Sponsor Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser Sponsor and this offering, and the Purchaser Sponsor Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 4 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Sponsor Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”)) with respect to the transactions contemplated hereby.
Appears in 1 contract
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this the offering, sale and purchase of the Convertible Notes, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 1 contract
Samples: Forward Purchase Agreement (Anzu Special Acquisition Corp I)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 1 contract
Samples: Forward Purchase Agreement (Valor Latitude Acquisition Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser Purchasers nor any person acting on behalf of the Purchaser Purchasers nor any of the Purchaser’s Purchasers’ affiliates (the “Purchaser Parties”) has have made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser Purchasers and this the offering, sale and purchase of the Backstop Purchase Shares and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 1 contract
Samples: Backstop Agreement (Capstar Special Purpose Acquisition Corp.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the such Purchaser nor any person acting on behalf of the such Purchaser nor any of the such Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the such Purchaser and this offering, and the such Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the such Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”)) with respect to the transactions contemplated hereby.
Appears in 1 contract
Samples: Subscription Agreement (Singularity Future Technology Ltd.)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of neither the Purchaser nor any person Person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and or this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person Person acting on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
Appears in 1 contract
