No Other Representations and Warranties; Non-Reliance. (a) Except for the representations and warranties expressly set forth in this Article 5, or any document, agreement, certificate or other instrument contemplated by this Agreement, no CCI Party nor any Person on behalf of a CCI Party, has made any representation or warranty, expressed or implied, with respect to CCI or any CCI Subsidiary, including their respective businesses, operations, assets (including the CCI Properties), liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or the accuracy or completeness of any information regarding CCI or any CCI Subsidiary. (b) Notwithstanding anything contained in this Agreement to the contrary, the CCI Parties acknowledge and agree with the representation of the CMR Parties in Section 4.22(a), and hereby acknowledge and confirm that, other than the representations and warranties expressly set forth in Article 5, or any document, agreement, certificate or other instrument contemplated by this Agreement, none of the CMR Parties or any other Person has made or is making, and the CCI Parties are not relying on, any representations or warranties relating to the CMR Parties whatsoever, express or implied, by operation of law or otherwise, including any implied representation or warranty as to the accuracy or completeness of any information furnished or made available to the CCI Parties or any of their Representatives by the CMR Parties or their Representatives.
Appears in 4 contracts
Samples: Merger Agreement (Cottonwood Multifamily Reit Ii, Inc.), Merger Agreement (Cottonwood Communities, Inc.), Merger Agreement (Cottonwood Communities, Inc.)
No Other Representations and Warranties; Non-Reliance. (a) Except for the representations and warranties expressly set forth in this Article 54, or any document, agreement, certificate or other instrument contemplated by this Agreement, no CCI CMR Party nor any Person on behalf of a CCI Party, CMR Party has made any representation or warranty, expressed or implied, with respect to CCI or CMR, any CCI CMR Subsidiary, including their respective businesses, operations, assets (including the CCI CMR Properties), liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or the accuracy or completeness of any information regarding CCI CMR or any CCI CMR Subsidiary.
(b) Notwithstanding anything contained in this Agreement to the contrary, the CCI CMR Parties acknowledge and agree with the representation of the CMR CCI Parties in Section 4.22(a5.23(a), and hereby acknowledge and confirm that, other than the representations and warranties expressly set forth in Article 5, or any document, agreement, certificate or other instrument contemplated by this Agreement, none of the CMR CCI Parties or any other Person has made or is making, and the CCI CMR Parties are not relying on, any representations or warranties relating to the CMR CCI Parties whatsoever, express or implied, by operation of law or otherwise, including any implied representation or warranty as to the accuracy or completeness of any information furnished or made available to the CCI CMR Parties or any of their Representatives by the CMR CCI Parties or their Representatives.
Appears in 4 contracts
Samples: Merger Agreement (Cottonwood Communities, Inc.), Merger Agreement (Cottonwood Communities, Inc.), Merger Agreement (Cottonwood Multifamily Reit Ii, Inc.)
No Other Representations and Warranties; Non-Reliance. (a) Except for the representations and warranties expressly set forth in this Article 5, or any document, agreement, certificate or other instrument contemplated by this Agreement, no CCI Party nor any Person on behalf of a CCI Party, has made any representation or warranty, expressed or implied, with respect to CCI or any CCI Subsidiary, including their respective businesses, operations, assets (including the CCI Properties), liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or the accuracy or completeness of any information regarding CCI or any CCI Subsidiary.
(b) Notwithstanding anything contained in this Agreement to the contrary, the CCI Parties acknowledge and agree with the representation of the CMR CMOF Parties in Section 4.22(a4.21(a), and hereby acknowledge and confirm that, other than the representations and warranties expressly set forth in Article 5, or any document, agreement, certificate or other instrument contemplated by this Agreement, none of the CMR CMOF Parties or any other Person has made or is making, and the CCI Parties are not relying on, any representations or warranties relating to the CMR CMOF Parties whatsoever, express or implied, by operation of law or otherwise, including any implied representation or warranty as to the accuracy or completeness of any information furnished or made available to the CCI Parties or any of their Representatives by the CMR CMOF Parties or their Representatives.
Appears in 3 contracts
Samples: Merger Agreement (Cottonwood Communities, Inc.), Merger Agreement (Cottonwood Multifamily Opportunity Fund, Inc.), Merger Agreement (Cottonwood Communities, Inc.)
No Other Representations and Warranties; Non-Reliance. (a) Except for the representations and warranties expressly set forth in this Article 54, or any document, agreement, certificate or other instrument contemplated by this Agreement, no CCI CMOF Party nor any Person on behalf of a CCI Party, CMOF Party has made any representation or warranty, expressed or implied, with respect to CCI or CMOF, any CCI CMOF Subsidiary, including their respective businesses, operations, assets (including the CCI CMOF Properties), liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or the accuracy or completeness of any information regarding CCI CMOF or any CCI CMOF Subsidiary.
(b) Notwithstanding anything contained in this Agreement to the contrary, the CCI CMOF Parties acknowledge and agree with the representation of the CMR CCI Parties in Section 4.22(a5.21(a), and hereby acknowledge and confirm that, other than the representations and warranties expressly set forth in Article 5, or any document, agreement, certificate or other instrument contemplated by this Agreement, none of the CMR CCI Parties or any other Person has made or is making, and the CCI CMOF Parties are not relying on, any representations or warranties relating to the CMR CCI Parties whatsoever, express or implied, by operation of law or otherwise, including any implied representation or warranty as to the accuracy or completeness of any information furnished or made available to the CCI CMOF Parties or any of their Representatives by the CMR CCI Parties or their Representatives.
Appears in 3 contracts
Samples: Merger Agreement (Cottonwood Multifamily Opportunity Fund, Inc.), Merger Agreement (Cottonwood Communities, Inc.), Merger Agreement (Cottonwood Communities, Inc.)
No Other Representations and Warranties; Non-Reliance. (a) Except for the representations and warranties expressly set forth in this Article 5, or any document, agreement, certificate or other instrument contemplated by this Agreement, no CCI Party neither CMFT, nor any Person on behalf of a CCI PartyCMFT, has made any representation or warranty, expressed or implied, with respect to CCI CMFT or any CCI CMFT Subsidiary, including their respective businesses, operations, assets (including the CCI CMFT Properties), liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or the accuracy or completeness of any information regarding CCI CMFT or any CCI CMFT Subsidiary.
(b) Notwithstanding anything contained in this Agreement to the contrary, the CCI Parties CMFT and Merger Sub acknowledge and agree with the representation of the CMR Parties CCPT V in Section 4.22(a), and hereby acknowledge and confirm that, other than the representations and warranties expressly set forth in Article 5, or any document, agreement, certificate or other instrument contemplated by this Agreement, none of the CMR Parties or (i) neither CCPT V nor any other Person has made or is making, and the CCI Parties (ii) CMFT, Merger Sub and their Representatives are not relying on, any representations or warranties relating to the CMR Parties CCPT V whatsoever, express or implied, by operation of law or otherwise, including any implied representation or warranty as to the accuracy or completeness of any information furnished or made available to the CCI Parties CMFT, Merger Sub or any of their Representatives by the CMR Parties CCPT V or their its Representatives.
Appears in 2 contracts
Samples: Merger Agreement (Cole Office & Industrial REIT (CCIT III), Inc.), Merger Agreement (Cole Credit Property Trust V, Inc.)
No Other Representations and Warranties; Non-Reliance. (a) Except for the representations and warranties expressly set forth in this Article 5, or any document, agreement, certificate or other instrument contemplated by this Agreement, no CCI Party neither CMFT, nor any Person on behalf of a CCI PartyCMFT, has made any representation or warranty, expressed or implied, with respect to CCI CMFT or any CCI CMFT Subsidiary, including their respective businesses, operations, assets (including the CCI CMFT Properties), liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or the accuracy or completeness of any information regarding CCI CMFT or any CCI CMFT Subsidiary.
(b) Notwithstanding anything contained in this Agreement to the contrary, the CCI Parties CMFT and Merger Sub acknowledge and agree with the representation of the CMR Parties CCIT III in Section 4.22(a), and hereby acknowledge and confirm that, other than the representations and warranties expressly set forth in Article 5, or any document, agreement, certificate or other instrument contemplated by this Agreement, none of the CMR Parties or (i) neither CCIT III nor any other Person has made or is making, and the CCI Parties (ii) CMFT, Merger Sub and their Representatives are not relying on, any representations or warranties relating to the CMR Parties CCIT III whatsoever, express or implied, by operation of law or otherwise, including any implied representation or warranty as to the accuracy or completeness of any information furnished or made available to the CCI Parties CMFT, Merger Sub or any of their Representatives by the CMR Parties CCIT III or their its Representatives.
Appears in 2 contracts
Samples: Merger Agreement (Cole Office & Industrial REIT (CCIT III), Inc.), Merger Agreement (Cim Real Estate Finance Trust, Inc.)
No Other Representations and Warranties; Non-Reliance. (a) Except for the representations and warranties expressly set forth in this Article 5, or any document, agreement, certificate or other instrument contemplated by this Agreement, no CCI Party neither CMFT, nor any Person on behalf of a CCI PartyCMFT, has made any representation or warranty, expressed or implied, with respect to CCI CMFT or any CCI CMFT Subsidiary, including their respective businesses, operations, assets (including the CCI CMFT Properties), liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or the accuracy or completeness of any information regarding CCI CMFT or any CCI CMFT Subsidiary.
(b) Notwithstanding anything contained in this Agreement to the contrary, the CCI Parties CMFT and Merger Sub acknowledge and agree with the representation of the CMR Parties INAV in Section 4.22(a), and hereby acknowledge and confirm that, other than the representations and warranties expressly set forth in Article 5, or any document, agreement, certificate or other instrument contemplated by this Agreement, none of the CMR Parties or (i) neither INAV nor any other Person has made or is making, and the CCI Parties (ii) CMFT, Merger Sub and their Representatives are not relying on, any representations or warranties relating to the CMR Parties INAV whatsoever, express or implied, by operation of law or otherwise, including any implied representation or warranty as to the accuracy or completeness of any information furnished or made available to the CCI Parties CMFT, Merger Sub or any of their Representatives by the CMR Parties INAV or their its Representatives.
Appears in 1 contract
No Other Representations and Warranties; Non-Reliance. (a) Except for the representations and warranties expressly set forth in this Article 5, or any document, agreement, certificate or other instrument contemplated by this Agreement, no CCI Party Party, nor any Person on behalf of a CCI Party, has made any representation or warranty, expressed or implied, with respect to CCI or any CCI Subsidiary, including their respective businesses, operations, assets (including the CCI Properties), liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or the accuracy or completeness of any information regarding CCI or any CCI Subsidiary.
(b) Notwithstanding anything contained in this Agreement to the contrary, the CCI Parties acknowledge and agree with the representation of the CMR CRII Parties in Section 4.22(a), and hereby acknowledge and confirm that, other than the representations and warranties expressly set forth in Article 5, or any document, agreement, certificate or other instrument contemplated by this Agreement, none of the CMR CRII Parties or any other Person has made or is making, and the CCI Parties are not relying on, any representations or warranties relating to the CMR CRII Parties whatsoever, express or implied, by operation of law or otherwise, including any implied representation or warranty as to the accuracy or completeness of any information furnished or made available to the CCI Parties or any of their Representatives by the CMR CRII Parties or their Representatives.
Appears in 1 contract
No Other Representations and Warranties; Non-Reliance. (a) Except for the representations and warranties expressly set forth in this Article 5, or any document, agreement, certificate or other instrument contemplated by this Agreement, no CCI Party neither CMFT, nor any Person on behalf of a CCI PartyCMFT, has made any representation or warranty, expressed or implied, with respect to CCI CMFT or any CCI CMFT Subsidiary, including their respective businesses, operations, assets (including the CCI CMFT Properties), liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or the accuracy or completeness of any information regarding CCI CMFT or any CCI CMFT Subsidiary.
(b) Notwithstanding anything contained in this Agreement to the contrary, the CCI Parties CMFT and Merger Sub acknowledge and agree with the representation of the CMR Parties CCIT II in Section 4.22(a), and hereby acknowledge and confirm that, other than the representations and warranties expressly set forth in Article 5, or any document, agreement, certificate or other instrument contemplated by this Agreement, none of the CMR Parties or (i) neither CCIT II nor any other Person has made or is making, and the CCI Parties (ii) CMFT, Merger Sub and their Representatives are not relying on, any representations or warranties relating to the CMR Parties CCIT II whatsoever, express or implied, by operation of law or otherwise, including any implied representation or warranty as to the accuracy or completeness of any information furnished or made available to the CCI Parties CMFT, Merger Sub or any of their Representatives by the CMR Parties CCIT II or their its Representatives.
Appears in 1 contract
Samples: Merger Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)
No Other Representations and Warranties; Non-Reliance. (a) Except for the representations and warranties expressly set forth in this Article 54, or any document, agreement, certificate or other instrument contemplated by this Agreement, no CCI Party CRII Party, nor any Person on behalf of a CCI CRII Party, has made any representation or warranty, expressed or implied, with respect to CCI or CRII, any CCI CRII Subsidiary, including their respective businesses, operations, assets (including the CCI CRII Properties), liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or the accuracy or completeness of any information regarding CCI CRII or any CCI CRII Subsidiary.
(b) Notwithstanding anything contained in this Agreement to the contrary, the CCI CRII Parties acknowledge and agree with the representation of the CMR CCI Parties in Section 4.22(a5.23(a), and hereby acknowledge and confirm that, other than the representations and warranties expressly set forth in Article 5, or any document, agreement, certificate or other instrument contemplated by this Agreement, none of the CMR CCI Parties or any other Person has made or is making, and the CCI CRII Parties are not relying on, any representations or warranties relating to the CMR CCI Parties whatsoever, express or implied, by operation of law or otherwise, including any implied representation or warranty as to the accuracy or completeness of any information furnished or made available to the CCI CRII Parties or any of their Representatives by the CMR CCI Parties or their Representatives.
Appears in 1 contract
No Other Representations and Warranties; Non-Reliance. (a) Except for the representations and warranties expressly set forth in this Article 54, or any document, agreement, certificate or other instrument contemplated by this Agreement, no CCI Party neither INAV nor any Person on behalf of a CCI Party, INAV has made any representation or warranty, expressed or implied, with respect to CCI or INAV, any CCI INAV Subsidiary, including their respective businesses, operations, assets (including the CCI INAV Properties), liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or the accuracy or completeness of any information regarding CCI INAV or any CCI INAV Subsidiary.
(b) Notwithstanding anything contained in this Agreement to the contrary, the CCI Parties acknowledge INAV acknowledges and agree agrees with the representation of the CMR Parties CMFT and Merger Sub in Section 4.22(a5.21(a), and hereby acknowledge acknowledges and confirm confirms that, other than the representations and warranties expressly set forth in Article 5, or any document, agreement, certificate or other instrument contemplated by this Agreement, (i) none of the CMR Parties CMFT, Merger Sub or any other Person has made or is making, and the CCI Parties (ii) INAV and its Representatives are not relying on, any representations or warranties relating to the CMR Parties CMFT or Merger Sub whatsoever, express or implied, by operation of law or otherwise, including any implied representation or warranty as to the accuracy or completeness of any information furnished or made available to the CCI Parties INAV or any of their its Representatives by the CMR Parties CMFT, Merger Sub or their Representatives.
Appears in 1 contract