Common use of No Other Representations and Warranties; Non-Reliance Clause in Contracts

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 187 contracts

Samples: Forward Purchase Agreement (Spark I Acquisition Corp), Forward Purchase Agreement (Spark I Acquisition Corp), Forward Purchase Agreement (Spark I Acquisition Corp)

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No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 4 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, Company or the proposed IPO or a potential Business Combinationoffering of Securities hereunder, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 51 contracts

Samples: Subscription Agreement (Zapp Electric Vehicles Group LTD), Subscription Agreement (Zapp Electric Vehicles Group LTD), Subscription Agreement (Power & Digital Infrastructure Acquisition II Corp.)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this the offering, sale and purchase of the proposed Forward Purchase Securities, the IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by any of the Purchaser Parties.

Appears in 43 contracts

Samples: Forward Purchase Agreement (Aries I Acquisition Corp.), Forward Purchase Agreement (Motive Capital Corp II), 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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser Purchasers in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 17 contracts

Samples: Forward Purchase Agreement (TPB Acquisition Corp I), Forward Purchase Agreement (TPB Acquisition Corp I), Forward Purchase Agreement (TPG Pace Beneficial II Corp.)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this the offering, sale and purchase of the proposed Forward Purchase Shares, the IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by any of the Purchaser Parties.

Appears in 16 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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, Company or the proposed IPO or a potential Business Combinationoffering of Securities hereunder, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 11 contracts

Samples: Subscription Agreement (Singularity Future Technology Ltd.), Subscription Agreement (Lakeshore Acquisition II Corp.), Subscription Agreement (Lakeshore Acquisition II Corp.)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or not made and does not make nor shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim disclaims any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser Purchasers in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim disclaims that they are it is relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 10 contracts

Samples: Forward Purchase Agreement (Panacea Acquisition Corp. II), Forward Purchase Agreement (Longview Acquisition Corp. II), Forward Purchase Agreement (Panacea Acquisition Corp. II)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 4 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Advisor in Section 2 of the Agreement and by the Purchaser in Section 2 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 9 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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO IPO, the Business Combination or a potential Business CombinationFSR Purchase, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 6 contracts

Samples: Equity Purchase Agreement (FGL Holdings), Equity Purchase Agreement (FGL Holdings), Equity Purchase Agreement (FGL Holdings)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or not made and does not make nor shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim disclaims any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim disclaims that they are it is relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 6 contracts

Samples: Forward Purchase Agreement (Altimeter Growth Corp.), Forward Purchase Agreement (Dragoneer Growth Opportunities Corp. III), 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 3 4 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO transactions contemplated by the Merger Agreement or a potential Business Combinationthe offer and sale of the Securities, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 5 contracts

Samples: Transition Services Agreement (Avista Public Acquisition Corp. II), Transition Services Agreement (Ligand Pharmaceuticals Inc), Forward Purchase Agreement (Tiga Acquisition Corp.)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this the offering, sale and purchase of the proposed Forward Purchase Units, the IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by any of the Purchaser Parties.

Appears in 4 contracts

Samples: Forward Purchase Agreement (SVF Investment Corp. 2), Forward Purchase Agreement (SVF Investment Corp. 3), Forward Purchase Agreement (SVF Investment Corp.)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 4 contracts

Samples: Forward Purchase Agreement (Gesher I Acquisition Corp.), Forward Purchase Agreement (TPG Pace Solutions Corp.), Forward Purchase Agreement (Crescent Acquisition Corp)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 Sections 3(b) and (c) and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement 3(a) and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 4 contracts

Samples: Forward Purchase Agreement (ECP Environmental Growth Opportunities 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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential the Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 4 contracts

Samples: Forward Purchase Agreement (G Squared Ascend I Inc.), Forward Purchase Agreement (G Squared Ascend I Inc.), Forward Purchase Agreement (G Squared Ascend I Inc.)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business CombinationPartnering Transaction, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 3 contracts

Samples: Forward Purchase Agreement (Post Holdings Partnering Corp), Form of Forward Purchase Agreement (Post Holdings Partnering Corp), Form of Forward Purchase Agreement (Post Holdings Partnering Corp)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO Distribution or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Additional Forward Purchaser in Section 2 of this Agreement and or in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Additional Forward Purchaser 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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, Company or this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 3 contracts

Samples: Forward Purchase Agreement (Zhonghuan Singapore Investment & Development Pte. Ltd.), Forward Purchase Agreement (Maxeon Solar Technologies, Ltd.), Forward Purchase Agreement (Archer Aviation Inc.)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 ‎3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this the offering, sale and purchase of the proposed Forward Purchase Securities, the IPO or a potential Business CombinationPartnering Transaction, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 ‎2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by any of the Purchaser 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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser Option Holders in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Option Parties.

Appears in 2 contracts

Samples: Option Agreement (Sentinel Energy Services Inc.), Option Agreement (Sentinel Energy Services Inc.)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, Company or the proposed IPO or a potential Business Combinationoffering of Securities hereunder, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser Purchasers in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO Distribution or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser Committed Forward Purchasers in Section 2 of this Agreement and or in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Committed Forward Purchaser 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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offeringthe Optional Shares, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser Purchasers in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 2 contracts

Samples: Optional Share Purchase Agreement (Starboard Value Acquisition Corp.), Optional Share Purchase Agreement (Starboard Value Acquisition Corp.)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser 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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser 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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties (other than the Sponsors) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser 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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this the offering, sale and purchase of the proposed Forward Purchase Securities, the IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser Purchasers in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by any of the Purchaser Parties.

Appears in 2 contracts

Samples: 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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this the offering, sale and purchase of the proposed Forward Purchase Units, the IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by any of the Purchaser Parties. 4.

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 3 and 3, in any certificate or agreement delivered pursuant hereto, and in the Letter Agreement, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the CompanyBlack Knight, this offering, or the proposed IPO or a potential Business CombinationTransaction, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and Agreement, in any certificate or agreement delivered pursuant hereto, and in the Letter Agreement, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Black Knight, Inc.), Forward Purchase Agreement (Cannae Holdings, Inc.)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offeringthe offer, sale and purchase of the Securities, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by any of the Purchaser 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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the CompanyCompany Parties, as applicable, this offering, offering or the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser 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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offeringthe offering of the Forward Purchase Securities, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser 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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, offering or the proposed IPO or a potential Proposed Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 2 contracts

Samples: Forward Purchase Agreement, Forward Purchase Agreement (Silver Run Acquisition Corp II)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, or the proposed IPO or a potential Business Combinationtransactions contemplated by the Stock Purchase Agreement, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 2 contracts

Samples: Subscription Agreement, Subscription Agreement (One Madison Corp)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 2(b) and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, the transactions contemplated by this offeringAgreement, the proposed IPO IPO, the potential PIPE or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement 2(a) and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser 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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, or the proposed IPO or a potential Business Combinationtransactions contemplated by the Stock Purchase Agreement, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser Investors in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser PartiesInvestors.

Appears in 1 contract

Samples: Warrant Exchange Agreement (One Madison Corp)

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No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and 3, in any certificate or agreement delivered pursuant hereto, and in the Letter Agreement, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the CompanyBlack Knight, this offering, or the proposed IPO or a potential Business CombinationTransaction, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser Purchasers in Section 2 of this Agreement and Agreement, in any certificate or agreement delivered pursuant hereto, and in the Letter Agreement, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 1 contract

Samples: Forward Purchase Agreement (Black Knight, Inc.)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO Global Offering, or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser 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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this the offering, sale and purchase of the proposed Forward Purchase Securities, the IPO or a potential the Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser Purchasers in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by any of the Purchaser Parties.

Appears in 1 contract

Samples: Forward Purchase Agreement (Motive Capital Corp)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offeringthe offering of the Forward Purchase Units, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser 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 3 ‎4 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, Company or the proposed IPO or a potential Business Combinationoffering of Securities hereunder, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 ‎3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 1 contract

Samples: Subscription Agreement (USA Acquisition Corp.)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 Article 4 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, Company or the proposed IPO or a potential Business Combinationoffering of Securities hereunder, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 Article 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties. ARTICLE V. ADDITIONAL AGREEMENTS AND ACKNOWLEDGEMENTS OF THE PURCHASER.

Appears in 1 contract

Samples: Subscription Agreement (RMG Acquisition Corp.)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 ‎2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser 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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, offering or the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser Investor in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Investor Parties.

Appears in 1 contract

Samples: Forward Purchase Agreement (National Energy Services Reunited Corp.)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 4 and Section 5 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, Sponsor or the proposed IPO Company or a potential Business Combinationthe offering of Securities hereunder, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser Purchasers in Section 2 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 1 contract

Samples: Subscription Agreement (Hennessy Capital Investment Corp. VI)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 4 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 1 contract

Samples: Forward Purchase Agreement (Crescent Acquisition Corp)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 4 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, Company or the proposed IPO or a potential Business Combinationoffering of Units hereunder, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser Unitholder in Section 2 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Unitholder Parties.

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 3 Sections 3(b) and (c) and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, Opco, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement 3(a) and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser 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 3 4 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 1 contract

Samples: Forward Purchase Agreement (Crescent Acquisition Corp)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 Sections 2(b) and (c) and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement 2(a) and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser 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 3 4 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, Company or the proposed IPO or a potential Business Combinationoffering of Securities hereunder, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offeringthe offering of the Forward Purchase Shares, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser 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 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the CompanyCompany or Beneficient, as applicable, this offering, offering or the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 1 contract

Samples: Prepaid Forward Purchase Agreement (Beneficient)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser 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 of the Purchaser contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties acknowledges that neither the Purchaser nor any of its representatives has made, made or makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, Purchaser or the proposed IPO or a potential Business Combinationsale and purchase of the Backstop Shares, and the Company Parties disclaim Purchaser disclaims any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement 3 and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim disclaims that they are it is relying upon any other representations or warranties that may have been made by the Purchaser Partiesor any of its representatives.

Appears in 1 contract

Samples: Backstop Agreement (Gores Holdings VIII Inc.)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser Purchasers in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Purchasers Parties.

Appears in 1 contract

Samples: Forward Purchase Agreement (JATT Acquisition Corp)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 2 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties or any of the Company’s affiliates (collectively, the “Company Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, Company or the proposed IPO or a potential Business Combinationoffering of securities hereunder, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”).

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Far Peak Acquisition Corp)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 2 and in any certificate or agreement delivered pursuant hereto, none of such Investor nor any person acting on behalf of such Investor nor any of such Investor’s affiliates (the Company Parties “Investor Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, such Investor and this offering, the proposed IPO or a potential Business Combination, and the Company Investor Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser Company in Section 2 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Investor Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).

Appears in 1 contract

Samples: Warrant Exchange Agreement (One Madison Corp)

No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser Purchasers in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

Appears in 1 contract

Samples: Forward Purchase Agreement (TPG Pace Solutions Corp.)

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