No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III: (i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger; (ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and (iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 9 contracts
Samples: Merger Agreement (Activision Blizzard, Inc.), Agreement and Plan of Merger, Merger Agreement (Nuance Communications, Inc.)
No Other Representations and Warranties. Each of Parent and Merger SubBuyer Party, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Company Group or any of their its businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Buyer Parties or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Buyer Parties or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 6 contracts
Samples: Merger Agreement (Carrols Restaurant Group, Inc.), Merger Agreement (Restaurant Brands International Limited Partnership), Merger Agreement (EngageSmart, Inc.)
No Other Representations and Warranties. Each (a) Except for the representations and warranties of Parent and the Merger SubSubs expressly set forth in this Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, none of Parent, the Merger Subs or any other Person on behalf of itself Parent or the Merger Subs is making, and none of them has made, any express or implied representation or warranty with respect to Parent, the Merger Subs or their Subsidiaries or with respect to the accuracy or completeness of any other information provided to the Company or any of its SubsidiariesAffiliates or Representatives, acknowledges including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactions.
(b) Parent and agrees the Merger Subs acknowledge and agree that, except for the representations and warranties expressly set forth in Article III:
, Section 5.22(c), Section 5.25(b), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, (i) neither none of the Company nor or any of its Subsidiaries (or any other Person) makesAffiliates is making, or and none of them has made, any express or implied representation or warranty relating with respect to the Company, Company or its Subsidiaries or with respect to the accuracy or completeness of any other information provided to Parent, the Merger Subs or any of their businessesAffiliates or Representatives, operations including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise otherwise) or prospects or otherwise, in connection with the Transactions, and none of Parent, the Merger Subs or their respective Affiliates or Representatives is relying on any express or implied representation or warranty of the Company or any of its Affiliates except for those expressly set forth in Article III, Section 5.22(c), Section 5.25(b), Section 8.05(b) or in a certificate delivered pursuant to this Agreement or the Merger;
and (ii) no Person has been authorized by the Company, any of its Subsidiaries Company or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Company or any of its Affiliates or their respective businesses or operations or otherwise in connection with this Agreement or the MergerTransactions, and if made, such representation or warranty must has not been and shall not be relied upon by Parent, Parent or the Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements)Subs.
Appears in 5 contracts
Samples: Merger Agreement, Merger Agreement (Twenty-First Century Fox, Inc.), Merger Agreement (Walt Disney Co/)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except Except for the representations and warranties expressly set forth contained in Article III:
(i) neither this Section 3.01 or in any certificates delivered by or on behalf of the Company nor in connection with the Closing, none of the Company, any affiliate of its Subsidiaries (the Company or any other Person) makesperson makes any representations or warranties, and the Company hereby disclaims any other representations or has madewarranties, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized whether made by the Company, any affiliate of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses respective officers, directors, employees, agents or operations or otherwise in connection other Representatives, with respect to the negotiation, execution and delivery of this Agreement or the Mergertransactions contemplated hereby, and if madenotwithstanding the delivery or disclosure, such representation in writing or warranty must not be relied upon by orally, to the Parent, Merger Sub or any of their respective Affiliates officers, directors, employees, agents, affiliates or other Representatives as having been authorized by of any documentation or other information. None of the Company, any affiliate of its Subsidiaries or any of its or their respective Affiliates or Representatives (the Company or any other Person); and
(iii) person will have or be subject to, in the representations and warranties made by absence of fraud, any liability to Parent or Merger Sub or any other person resulting from the Company in this Agreement are in lieu distribution to Parent or Merger Sub, or either of and are exclusive of all other representations and warrantiestheir use of, any such information, including any express information, documents, projections, forecasts or implied other material made available to Parent or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation officers, directors, employees, agents, affiliates or other Representatives in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement, unless and then only to the extent that any such information (including any financial information, supplemental data is expressly included in a representation or financial projections warranty contained in this Section 3.01 or other forward-looking statements)in a certificate delivered by or on behalf of the Company in connection with the Closing.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Image Entertainment Inc), Agreement and Plan of Merger (BTP Acquisition Company, LLC), Merger Agreement (BTP Acquisition Company, LLC)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Company Group or any of their its businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 4 contracts
Samples: Merger Agreement (Rover Group, Inc.), Merger Agreement (Omnicomm Systems Inc), Merger Agreement (Apptio Inc)
No Other Representations and Warranties. Each of the Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIII:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries Company or any of its Subsidiaries, or any of their respective Affiliates or Representatives Representatives, to make any representation or warranty relating to the Company, Company and its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by the Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the CompanyCompany and its Subsidiaries, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company Parent and Merger Sub hereby disclaims disclaim any other or implied representations or warranties, notwithstanding the delivery or disclosure to the Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 4 contracts
Samples: Merger Agreement (Kimball International Inc), Merger Agreement (Kimball International Inc), Merger Agreement (Cynergistek, Inc)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV:
(i) neither the Company nor None of Parent, Merger Sub or any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent or Merger Sub, its their Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the MergerTransactions;
(ii) no Person has been authorized by the CompanyParent or Merger Sub, any of its their Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent or Merger Sub, its their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the MergerTransactions, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by the CompanyParent or Merger Sub, any of its their respective Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent or Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby each of Parent and Merger Sub disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 4 contracts
Samples: Merger Agreement (True Wind Capital, L.P.), Merger Agreement (Zix Corp), Merger Agreement (Open Text Corp)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIII or in any Transaction Document:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement or in any Transaction Document are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 4 contracts
Samples: Merger Agreement (Everbridge, Inc.), Merger Agreement (Sumo Logic, Inc.), Merger Agreement (ForgeRock, Inc.)
No Other Representations and Warranties. Each of Parent and Merger SubSub has conducted its own independent review and analysis of the business, operations, assets, Intellectual Property, technology, liabilities, results of operations, financial condition and prospects of the Company and each of them acknowledges that it and its Representatives have received reasonable access to such books and records, facilities, equipment, contracts and other assets of the Company and that it and its Representatives have had a reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Each of Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of itself the Company makes any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent or Merger Sub in connection with the Transactions including the accuracy or completeness thereof other than the representations and its Subsidiaries, warranties contained in Article 3. Each of Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by applicable Law, the Company and its Subsidiaries, and their respective affiliates, stockholders, controlling persons or Representatives shall not have any liability or responsibility whatsoever to Parent, Merger Sub, any Parent Subsidiary, or their respective affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any statement, document, projections, estimates or other forward-looking information provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information) to Parent, Merger Sub, any Parent Subsidiary, or any of their respective affiliates, stockholders, controlling persons or Representatives, except for as and only to the representations and warranties extent expressly set forth in Article III:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements)3.
Appears in 3 contracts
Samples: Merger Agreement (Iac/Interactivecorp), Merger Agreement (Iac/Interactivecorp), Merger Agreement (Care.com Inc)
No Other Representations and Warranties. Each of Parent (i) Except for the representations and Merger Subwarranties expressly set forth in this Section 3.01, the Company Letter or in a certificate delivered pursuant to this Agreement, neither the Company nor any other person on behalf of itself and the Company or its SubsidiariesSubsidiaries makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or with respect to any other information provided to Parent, Sub or any of their affiliates or representatives, including, but not limited to, its business, operations, assets, liabilities, conditions (financial or otherwise) or prospects, in connection with the transactions contemplated hereby.
(ii) The Company acknowledges and agrees that, except for the representations and warranties of Parent and Sub expressly set forth in Article III:
Section 3.02, the Parent Letter or in a certificate delivered pursuant to this Agreement, (i1) neither the Company nor any none of its Subsidiaries (or any other Person) makesParent, or has made, any representation or warranty relating to the Company, its Subsidiaries Sub or any of their businessesaffiliates is making and none of them has made any representations or warranties (express or implied) relating to itself or its business, operations operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise in connection with the transactions contemplated by this Agreement Agreement, including the Merger, and none of the Company or its representatives is relying on any representation or warranty of Parent, Sub or any of their affiliates except for those expressly set forth in Section 3.02 or the Merger;
Parent Letter and (ii2) no Person person has been authorized by the CompanyParent, any of its Subsidiaries Sub or any of its or their respective Affiliates or Representatives affiliates to make any representation or warranty relating to the CompanyParent, its Subsidiaries Sub or any of their affiliates or their respective businesses or operations or otherwise in connection with the transactions contemplated by this Agreement or Agreement, including the Merger, and if made, such representation or warranty must has not been and shall not be relied upon by the Company. Except as otherwise expressly provided in this Agreement and to the extent any such information is expressly included in a representation or warranty contained in Section 3.01 or the Company Letter, Parent and Sub agree and acknowledge that, in connection with the Merger and the other transactions contemplated by this Agreement, neither the Company nor any other person will have or be subject to any liability or obligation to Parent, Merger Sub or any of their respective Affiliates representatives resulting from the distribution or Representatives as having been authorized by the Companyfailure to distribute to Parent or Sub, or Parent’s or Sub’s use of, any of its Subsidiaries such information, including any information, documents, projections, estimates, forecasts or other material, made available to Parent or Sub in any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made format, including in an electronic data room maintained by the Company in connection with the Merger, or management presentations in expectation of the transactions contemplated by this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements)Agreement.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement, Merger Agreement (Red Hat Inc)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV:
(i) neither the Company Parent or Merger Sub nor any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent or Merger Sub, its their Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent or Merger Sub, any of its their Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent or Merger Sub, its their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by the CompanyParent or Merger Sub, any of its their respective Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent or Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company each of Parent and Merger Sub hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 3 contracts
Samples: Merger Agreement (Activision Blizzard, Inc.), Agreement and Plan of Merger, Merger Agreement (Nuance Communications, Inc.)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III, in the certificate delivered pursuant to paragraph (h) of the Offer Conditions or in any Tender Agreement:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the MergerTransactions;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the MergerTransactions, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 3 contracts
Samples: Merger Agreement (Zix Corp), Merger Agreement (True Wind Capital, L.P.), Merger Agreement (Open Text Corp)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its SubsidiariesAffiliates, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV or in any certificate delivered pursuant to this Agreement:
(i) neither the Company Purchaser nor any of its Subsidiaries Affiliates (or any other Person) makes, or has made, any representation or warranty relating to the CompanyPurchaser, its Subsidiaries Affiliates or any of their businesses, operations or otherwise in connection with this Agreement or the MergerTransaction;
(ii) no Person has been authorized by the CompanyPurchaser, any of its Subsidiaries Affiliates or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyPurchaser, its Subsidiaries Affiliates or any of their businesses or operations or otherwise in connection with this Agreement or the MergerTransaction, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective Affiliates or its Representatives as having been authorized by the CompanyPurchaser, any of its Subsidiaries Affiliates or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Purchaser in this Agreement are in lieu of and are exclusive of all other representations and warrantieswarranties in connection with this Agreement or the Transaction, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company Purchaser hereby disclaims any other such express or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective Affiliates or its Representatives of any documentation or other information (including any financial information, supplemental data or data, financial projections or other forward-looking statements).
Appears in 3 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.), Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.), Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV or in any Transaction Document:
(i) neither the Company nor none of Parent, Merger Sub or any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent or Merger Sub, its their Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent or Merger Sub, any of its their Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent or Merger Sub, its their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by the CompanyParent or Merger Sub, any of its their respective Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent or Merger Sub in this Agreement or in any Transaction Document are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby each of Parent and Merger Sub disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 3 contracts
Samples: Merger Agreement (Everbridge, Inc.), Merger Agreement (Sumo Logic, Inc.), Merger Agreement (ForgeRock, Inc.)
No Other Representations and Warranties. Each Except for the representations and warranties made by Company in this Section 3.2, neither Company nor any other Person makes any express or implied representation or warranty with respect to Company or any of Parent its Subsidiaries or their respective businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects, and Merger SubCompany hereby disclaims any such other representations or warranties. In particular, on behalf of itself and its Subsidiaries, acknowledges and agrees thatwithout limiting the foregoing disclaimer, except for the representations and warranties expressly set forth made by Company in Article III:
(i) this Section 3.2, neither the Company nor any of its Subsidiaries (or any other Person) makes, Person makes or has made, made any representation or warranty relating to the CompanyPurchaser, its Subsidiaries Merger Sub or any of their businessesRepresentatives, operations with respect to (i) any financial projection, forecast, estimate, budget or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the prospective information relating to Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement (ii) any oral or the Merger, and if made, such representation written information furnished or warranty must not be relied upon by Parentmade available to Purchaser, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by in the course of their due diligence investigation of Company, any the negotiation of its Subsidiaries this Agreement or any the consummation of its the Merger and the other transactions contemplated by this Agreement, including the accuracy, completeness or their respective Affiliates or Representatives (or currency thereof, and neither Company nor any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including Person will have any express or implied or as liability to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to ParentPurchaser, Merger Sub or any other Person in respect of their respective Affiliates such information, including any subsequent use of such information, except in the case of fraud. Notwithstanding anything contained in this Agreement to the contrary, Company acknowledges and agrees that neither Purchaser, Merger Sub nor any other Person has made or Representatives is making any representations or warranties whatsoever, express or implied, beyond those expressly made by Purchaser and Merger Sub in Sections 3.1 and 3.3, including any implied representation or warranty as to the accuracy or completeness of any documentation information regarding Purchaser furnished or other information (including made available to Company, or any financial information, supplemental data or financial projections or other forward-looking statements)of its Representatives.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Wellpoint, Inc), Merger Agreement (Amerigroup Corp)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:III or in any closing certificate delivered pursuant to Section 7.2(c):
(i) neither none of the Company nor any of Company, its Subsidiaries (or any other Person) Person makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Company Group or any of their its businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 3 contracts
Samples: Merger Agreement (Thoughtworks Holding, Inc.), Merger Agreement (Cloudera, Inc.), Merger Agreement (RealPage, Inc.)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIII:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their respective businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their respective businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 2 contracts
Samples: Merger Agreement (Cisco Systems, Inc.), Merger Agreement (Splunk Inc)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except Except for the representations and warranties expressly set forth contained in this Article III:
(i) neither the Company nor III and any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by Seller or the Group Companies in any other Transaction Document, none of the Retained Companies nor any of their respective Representatives has made or is making any express or implied representation or warranty with respect to Seller, its Subsidiaries (including the Group Companies) or any of the Group Company Interests, the Business, the Transferred Assets, the Transferred Liabilities or with respect to any other information provided, or made available, to Buyer or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Neither Seller nor any other Person will have or be subject to any Liability or other obligation to Buyer, its Affiliates or Representatives or any Person resulting from the sale of the Purchased Shares to Buyer or Buyer’s use of, or the use by any of its Affiliates or Representatives of, any such information, including information, documents, projections, forecasts or other material made available to Buyer, its Affiliates or Representatives in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with the transactions contemplated by this Agreement, unless any such information is expressly and specifically included in a representation or warranty contained in this Agreement are Article III or in lieu a representation or warranty made by Seller or the Group Companies in any other Transaction Document. Seller and each of its Subsidiaries disclaim any and are exclusive of all other representations and warranties, including whether express or implied. Notwithstanding anything to the contrary contained in this Agreement, none of the Retained Companies nor any of their respective Representatives make any express or implied representation or as warranty with respect to merchantability the Retained Assets, the Retained Liabilities or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements)Retained Businesses.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Harsco Corp), Stock Purchase Agreement (Stericycle Inc)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its respective Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 2 contracts
Samples: Merger Agreement (Vepf Vii SPV I, L.P.), Merger Agreement (KnowBe4, Inc.)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, Company or any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, Company or any of its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, Company or any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 2 contracts
Samples: Merger Agreement (Wageworks, Inc.), Merger Agreement (Healthequity, Inc.)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIVI and the certificate delivered pursuant to clause F of Annex I attached hereto and any other Transaction Documents:
(i) neither the Company nor any of its Subsidiaries Parent or Merger Sub (or any other Person) makes, has made, or has shall be deemed to have made, any representation or warranty relating to the Company, its Subsidiaries Parent or Merger Sub or any of their respective businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries Parent or Merger Sub or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Parent or Merger Sub or any of their respective businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries Parent or Merger Sub or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by Parent or Merger Sub in this Agreement and the Company certificate delivered pursuant to clause F of Annex I attached hereto and any other Transaction Documents delivered in connection with this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company Parent and Merger Sub each hereby disclaims disclaim any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Revance Therapeutics, Inc.), Merger Agreement (Revance Therapeutics, Inc.)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
(i) neither none of the Company nor Parent, Merger Sub or any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent, its Merger Sub, their respective Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent, any of its Subsidiaries Merger Sub or any of its their respective Subsidiaries, or any of their respective Affiliates or Representatives Representatives, to make any representation or warranty relating to the CompanyParent, its Merger Sub and their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parentthe Company, Merger Sub its Subsidiaries, or any of their respective Affiliates or Representatives as having been authorized by the CompanyParent, any of its Subsidiaries Merger Sub and their respective Subsidiaries, or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent and Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parentthe Company, Merger Sub its Subsidiaries, or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 2 contracts
Samples: Merger Agreement (Kimball International Inc), Merger Agreement (Kimball International Inc)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except Except for the representations and warranties expressly set forth in Article this ARTICLE III:
(i) , neither the Company nor any other Person has made, makes or shall be deemed to make any other representation or warranty of its Subsidiaries (any kind whatsoever, express or implied, written or oral, at Law or in equity by the Company itself or on behalf of the Company or any other Person) makesthe Company or on behalf of the Company or any of its Subsidiaries, or has made, including any representation or warranty relating to regarding the Company, any Purchased Shares, or any assets or Liabilities of the Company or any of its Subsidiaries or Affiliates, or any of their businesses, operations other rights or otherwise in connection with Liabilities to be transferred pursuant to this Agreement or the Merger;
Transaction Documents or any other matter, and the Company hereby disclaims all other representations and warranties of any kind whatsoever, express or implied, written or oral, at Law or in equity. The Company hereby disclaims all Liability and responsibility for all projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished (iiorally or in writing, including electronically) no Person has been authorized by to any Purchaser, any of its Affiliates, or any of its or their respective Representatives, including omissions therefrom. Without limiting the Companyforegoing, the Company does not make any representation or warranty of any kind whatsoever, express or implied, written or oral, at Law or in equity, to any Purchaser, any of its Affiliates, or any of its or their respective Representatives regarding the success, profitability or value of the Company or any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements)Affiliates.
Appears in 2 contracts
Samples: Investment Agreement (Agilon Health, Inc.), Investment Agreement (Agilon Health, Inc.)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV:
(i) neither the Company nor none of Parent, Merger Sub or any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent or Merger Sub, its their Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent or Merger Sub, any of its their Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent or Merger Sub, its their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must has not be been relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by the CompanyParent or Merger Sub, any of its their respective Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent or Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby each of Parent and Merger Sub disclaims any other or all implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 2 contracts
Samples: Merger Agreement (KnowBe4, Inc.), Merger Agreement (Vepf Vii SPV I, L.P.)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except Except for the representations and warranties expressly set forth contained in Article III:
(i) IV of this Agreement, Parent acknowledges that neither the Company nor any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent and its Representatives in connection with the transactions contemplated hereby and that neither the Company, its Subsidiaries (or nor any other Person) makes, or of their respective Representatives has made, made any representation or warranty relating to regarding the Company, its Subsidiaries or any of their respective businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by . Parent acknowledges that neither the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or nor any of their respective Affiliates Representatives will have or Representatives as having been authorized by the Company, be subject to any of its Subsidiaries liability or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure obligation to Parent, Merger Sub or any of other Person resulting from the distribution, communication or furnishing to Parent, Merger Sub and their respective Affiliates Representatives (whether in written or Representatives oral form), or use by any of such Persons, of any documentation information, documents, projections, forecasts or other material made available to such Persons, confidential information memoranda or management interviews and presentations in expectation of the transactions. Notwithstanding the foregoing, neither (including a) this Section 5.09, (b) the scope of the representations and warranties set out in this Agreement nor (c) the absence of any financial informationrepresentation and warranty from this Agreement shall (or shall be deemed to) limit, supplemental data modify or financial projections otherwise affect any claim or other forward-looking statements)cause of action of Parent or Merger Sub based on fraud or intentional misrepresentation.
Appears in 2 contracts
Samples: Merger Agreement (Bishop Infrastructure III Acquisition Company, Inc.), Merger Agreement (Westway Group, Inc.)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
(i) neither the Company Parent or Merger Sub nor any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent or Merger Sub, its their respective Subsidiaries or any of their respective businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent or Merger Sub, any of its their Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent or Merger Sub, its their respective Subsidiaries or any of their respective businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by the CompanyParent or Merger Sub, any of its their respective Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent or Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company each of Parent and Merger Sub hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 2 contracts
Samples: Merger Agreement (Cisco Systems, Inc.), Merger Agreement (Splunk Inc)
No Other Representations and Warranties. Each The members of Parent the Company Group acknowledge and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees agree that, except for the representations and warranties expressly set forth in Article IIIIV or in any certificate delivered pursuant to this Agreement:
(i) neither the Company Buyer Parties nor any of its their respective Subsidiaries (or any other Person) makesmake, or has made, any representation or warranty relating to the CompanyBuyer Parties, its their respective Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries Buyer Parties or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Buyer Parties or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company Group or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries Buyer Parties or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Buyer Parties in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company Buyer Parties hereby disclaims disclaim any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company Group or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 2 contracts
Samples: Merger Agreement (R1 RCM Inc. /DE), Merger Agreement (R1 RCM Inc. /DE)
No Other Representations and Warranties. Each of Parent and Merger SubBuyer Party, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIV, the certificate delivered pursuant to clause F of Annex I attached hereto and any other Transaction Documents:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, has made, or has shall be deemed to have made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Company Group or any of their its businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Buyer Parties or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement, the certificate delivered pursuant to clause F of Annex I attached hereto and any other Transaction Documents delivered in connection with this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Buyer Parties or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Revance Therapeutics, Inc.), Merger Agreement (Revance Therapeutics, Inc.)
No Other Representations and Warranties. Each of Parent and Merger Sub, Sub has conducted its own independent review and analysis of the Company and its Subsidiaries and their respective businesses. Each of Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of itself the Company makes, and none of Parent or Merger Sub has relied upon, any express or implied representation or warranty with respect to the Company or any of its Subsidiaries, Subsidiaries or with respect to any other information provided to Parent or Merger Sub in connection with the Transactions including the accuracy or completeness thereof other than the representations and warranties contained in Article 3 or in any certificate provided in connection with this Agreement. Each of Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by applicable Law, the Company and its Subsidiaries, and their respective affiliates, stockholders, controlling Persons or Representatives shall not have any liability or responsibility whatsoever to Parent, Merger Sub, or their respective affiliates, stockholders, controlling Persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to Parent, Merger Sub, or any of their respective affiliates, stockholders, controlling Persons or Representatives, except for as and only to the representations and warranties extent expressly set forth in Article III:
(i) neither the Company nor 3 or in any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating certificate provided pursuant to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements)Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Usa Truck Inc), Merger Agreement (Usa Truck Inc)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:III and in the certificate delivered pursuant to Section 7.2(c):
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement and in the certificate delivered pursuant to Section 7.2(c) are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 2 contracts
Samples: Merger Agreement (Forescout Technologies, Inc), Merger Agreement (Forescout Technologies, Inc)
No Other Representations and Warranties. Each Except for the representations and warranties made by Pozen in this Section 3.1, neither Pozen nor any other Person makes any express or implied representation or warranty with respect to Pozen or any of Parent its Subsidiaries or their respective businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects, and Merger SubPozen hereby disclaims any such other representations or warranties. In particular, on behalf of itself and its Subsidiaries, acknowledges and agrees thatwithout limiting the foregoing disclaimer, except for the representations and warranties expressly set forth made by Pozen in Article III:
(i) this Section 3.1, neither the Company Pozen nor any of its Subsidiaries (or any other Person) makes, Person makes or has made, made any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub Tribute or any of their respective Affiliates Representatives with respect to (i) any financial projection, forecast, estimate, budget or Representatives as having been authorized by the Companyprospective information relating to Pozen, any of its the Pozen Subsidiaries or any of its or their respective Affiliates businesses or Representatives operations or (ii) any oral or any other Person); and
(iii) the representations and warranties written information furnished or made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure available to Parent, Merger Sub Tribute or any of their respective Affiliates Representatives in the course of their due diligence investigation of Pozen, the negotiation of this Agreement or Representatives the consummation of the transactions contemplated by this Agreement, including the accuracy, completeness or currency thereof, and neither Pozen nor any other Person will have any liability to Parent, Tribute or any other Person in respect of such information, including any subsequent use of such information, except in the case of fraud. Notwithstanding anything contained in this Agreement to the contrary, Pozen acknowledges and agrees that none of Parent, Tribute or any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly made by Tribute and Parent in Sections 3.2 and 3.3, respectively, including any implied representation or warranty as to the accuracy or completeness of any documentation information regarding Parent or other information (including Tribute furnished or made available to Pozen, or any financial information, supplemental data or financial projections or other forward-looking statements)of its Representatives.
Appears in 2 contracts
Samples: Merger Agreement (Tribute Pharmaceuticals Canada Inc.), Agreement and Plan of Merger and Arrangement (Pozen Inc /Nc)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except (a) Except for the representations and warranties expressly set forth in Article III:
(i) neither of the Company nor contained in Section 4.1 or in any certificate delivered by Company pursuant to Section 6.2(b), Parent and Merger Sub acknowledge that none of the Company or any of its Subsidiaries (Affiliates or such parties’ respective Representatives, nor any other Person) person on behalf thereof, makes, and that none of Parent or has made, any representation or warranty relating to the Company, its Subsidiaries Merger Sub (or any of their businessesAffiliates) or their respective Representatives or Financing Sources has relied upon, operations or otherwise is entitled to rely upon, any other express or implied representation or warranty with respect to the Company or any of its Affiliates or with respect to any other information provided or made available by them or on their behalf to Parent or Merger Sub (or any of their Affiliates) or their respective Representatives or Financing Sources in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating and including as to the Companycorrectness or completeness of any such information), its Subsidiaries including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub (or any of their businesses Affiliates) or operations their respective Representatives or otherwise Financing Sources in connection with this Agreement certain “data rooms” or management presentations or meetings in expectation of the transactions contemplated hereby.
(b) Except for the representations and warranties of Parent and Merger Sub contained in Section 4.2 or in any certificate delivered by Parent pursuant to Section 6.3(b), and for any representations and warranties of Sponsor made in any Equity Commitment Letter or the MergerLimited Guarantee, and if made, such representation the Company acknowledges that none of Parent or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Companysuch parties’ respective Representatives, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or nor any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu person on behalf of and are exclusive of all other representations and warrantiesParent or Merger Sub, including any express or implied or as to merchantability or fitness for a particular purposemakes, and the Company hereby disclaims has not relied upon, or is entitled to rely upon, any other express or implied representations representation or warranties, notwithstanding the delivery warranty with respect to Parent or disclosure to Parent, Merger Sub or any of their respective Affiliates or with respect to any other information provided or made available by them or on their behalf to the Company or its Representatives in connection with this Agreement (and including as to the correctness or completeness of any documentation or other information (including any financial such information, supplemental data or financial projections or other forward-looking statements).
Appears in 2 contracts
Samples: Merger Agreement (Elevate Credit, Inc.), Merger Agreement (Elevate Credit, Inc.)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIII (including in the Company Disclosure Letter) or in any certificate delivered by the Company pursuant to this Agreement:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the MergerTransaction;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the MergerTransaction, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement (including in the Company Disclosure Letter) or in any certificate delivered by the Company pursuant to this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 2 contracts
Samples: Merger Agreement (Vitamin Shoppe, Inc.), Merger Agreement (Liberty Tax, Inc.)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:IV and in the certificate delivered pursuant to Section 7.3(c):
(i) neither the Company nor None of Parent, Merger Sub or any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent or Merger Sub, its their Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent or Merger Sub, any of its their Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent or Merger Sub, its their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by the CompanyParent or Merger Sub, any of its their respective Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent or Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby each of Parent and Merger Sub disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 2 contracts
Samples: Merger Agreement (Forescout Technologies, Inc), Merger Agreement (Forescout Technologies, Inc)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, Sub acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
(i) that neither the Company nor any Person on behalf of its Subsidiaries (or any other Person) the Company makes, and none of Parent or Merger Sub has maderelied upon, any express or implied representation or warranty relating with respect to the Company, its Subsidiaries Company or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or with respect to any other information provided to Parent or Merger Sub in connection with the transactions contemplated by this Agreement including the accuracy or completeness thereof other than the representations and warranties contained in ARTICLE III. Each of Parent and Merger Sub acknowledges and agrees that the Company and its Subsidiaries, and each of their respective Affiliates, stockholders, and Representatives, shall have no liability to Parent, Merger Sub, or their respective Affiliates Affiliates, stockholders, or Representatives to make for breach of warranty or breach of representation based upon any representation information provided or warranty relating to the Companymade available (including in any data rooms, its Subsidiaries management presentations, information or descriptive memorandum or supplemental information), or statements made (or any of their businesses or operations or otherwise in connection with this Agreement or the Mergeromissions therefrom), and if made, such representation or warranty must not be relied upon by to Parent, Merger Sub Sub, or any of their respective Affiliates Affiliates, stockholders or Representatives Representatives, except as having been authorized and only to the extent set forth in ARTICLE III, the related sections of the Company Disclosure Schedule or any officers’ certificates or other closing document delivered by or on behalf of the Company pursuant to or in connection with this Agreement; provided, however, that the foregoing shall not apply to the Company and its Subsidiaries with regard to any fraud or intentional misrepresentation by the Company, any of its Subsidiaries Company or any of its or their respective Subsidiaries, Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements)Representatives.
Appears in 2 contracts
Samples: Merger Agreement (SPAR Group, Inc.), Merger Agreement (SPAR Group, Inc.)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV and the representations of the Guarantor under the Equity Commitment Letter and the Guaranty:
(i) neither the Company nor any none of its Parent and Merger Sub and their respective Subsidiaries (or any other Person) Person makes, or has made, any representation or warranty relating to the Company, its Parent and Merger Sub and their respective Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement Agreement, the Offer or the Merger;
(ii) no Person has been authorized by the CompanyParent, any of its Subsidiaries or any of its Merger Sub or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent, its Subsidiaries Merger Sub or any of their businesses or operations or otherwise in connection with this Agreement Agreement, the Offer or the Merger, and if made, such representation or warranty must not be relied upon by Parentthe Company, Merger Sub its Subsidiaries or any of their respective Affiliates or Representatives as having been authorized by the CompanyParent, any of its Subsidiaries Merger Sub or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent and Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and each of the Company Parent and Merger Sub hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company Group or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Rocket Fuel Inc.)
No Other Representations and Warranties. Each of the Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
II: (i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
; (ii) no Person has been authorized by the Company, any of its Subsidiaries Company or any of its Subsidiaries, or any of their respective Affiliates or Representatives Representatives, to make any representation or warranty relating to the Company, Company and its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by the Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the CompanyCompany and its Subsidiaries, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
and (iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company Parent and Merger Sub hereby disclaims disclaim any other or implied representations or warranties, notwithstanding the delivery or disclosure to the Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Hni Corp)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
(i) neither the Company nor any of its the Company Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its the Company Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement Agreement, the Offer or the Merger;
(ii) no Person has been authorized by the Company, any of its the Company Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its the Company Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement Agreement, the Offer or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its the Company Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Globalscape Inc)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, Acquisition Sub acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIII or Section 1.2:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries Company or any of their businesses, operations or otherwise in connection with this Agreement Agreement, the Offer or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Company or any of their its businesses or operations or otherwise in connection with this Agreement Agreement, the Offer or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Acquisition Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries Company or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Acquisition Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIII or in any Transaction Document:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with the Original Agreement, this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with the Original Agreement, this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in the Original Agreement, this Agreement or in any Transaction Document are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV and other than in the case of Fraud:
(i) neither the Company nor Parent, Merger Sub or any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent, its Merger Sub or any of their respective Subsidiaries or any of their respective businesses, operations or otherwise in connection with this Agreement or the MergerTransactions;
(ii) no Person has been authorized by the CompanyParent, Merger Sub, any of its their respective Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent, its Merger Sub, any of their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the MergerTransactions, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives as having been authorized by the CompanyParent, Merger Sub, any of its their respective Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent and Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company Parent and Merger Sub hereby disclaims disclaim any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parentthe Company, Merger Sub any of its Subsidiaries or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Otelco Inc.)
No Other Representations and Warranties. Each of Parent and Merger SubSubsidiary, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
ARTICLE 4 or in any certificate delivered by the Company pursuant to this Agreement: (i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating of any kind whatsoever, express or implied, at law or in equity, with respect to the Company, any of its Subsidiaries or any of their businesses, operations operations, assets, liabilities, condition (financial or otherwise in connection with this Agreement otherwise) or the Merger;
Transactions; (ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the MergerTransactions, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub Subsidiary or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
and (iii) the representations and warranties made by the Company in this Agreement and in any certificate delivered by the Company pursuant to this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub Subsidiary or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Veritiv Corp)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for as set forth in the representations and warranties expressly set forth in Article IIIV and the other Transaction Documents:
(i) neither none of the Company nor any of its Subsidiaries Buyer Parties (or any of their Representatives, Affiliates, or other Person) makes, or has made, any representation or warranty relating to the CompanyBuyer Parties, its their Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the MergerTransactions or the negotiation with respect to the foregoing;
(ii) no Person has been authorized by the Company, any of its Subsidiaries Buyer Parties or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Buyer Parties or any of their businesses or businesses, operations or otherwise in connection with this Agreement or the MergerTransactions or the negotiation with respect to the foregoing, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives any Representative of the foregoing as having been authorized by the Company, any of its Subsidiaries Buyer Parties or any of its or their respective Affiliates or Representatives any Representative of the foregoing (or any other Person); and
(iii) the representations and warranties made by the Company Buyer Parties in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its respective Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:III or in any certificate received by Parent or Merger Sub pursuant to Section 7.2(c):
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the MergerMerger Transactions;
(ii) no Person has been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Company Group or any of their its businesses or operations or otherwise in connection with this Agreement or the MergerMerger Transactions, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Augmedix, Inc.)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except Except for the representations and warranties contained in Article III, the Company acknowledges and agrees that (a) none of Parent, Merger Sub or any other Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty (i) whatsoever and (ii) specifically (but without limiting the generality of the forgoing) with respect to Parent or Merger Sub, or Parent’s business, assets or liabilities, or any representation or warranty relating to current or future financial condition projections, forecasts, results of operations, cash flows, any implied warranties of merchantability, suitability, fitness, for a particular purpose, title, enforceability or non-infringement, or with respect to any other information provided to the Company with respect to Parent or Merger Sub, and the Company has not relied upon any such other representation or warranty other than those expressly set forth in Article III:
, and (ib) other than the representations and warranties set forth in Article III, neither the Company nor any other Person on its behalf is relying on any other representation or warranty of its Subsidiaries (Parent or any other Person) makesPerson on its behalf, whether express, implied or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Mergerstatutory, and if made, such representation or warranty must not be relied upon by none of Parent, Merger Sub nor any Person on behalf of Parent or Merger Sub shall have any of their respective Affiliates or Representatives as having been authorized by liability to the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (Company or any other Person); and
(iii) the representations and warranties made by Person for any information provided to the Company in this Agreement are in lieu or its Representatives relating to the business of and are exclusive of all other representations and warrantiesParent, including any express or implied or as materials made available to merchantability or fitness for a particular purpose, and the Company hereby disclaims or its financial and legal advisors or other Representatives in connection with the Company’s due diligence review, due diligence discussions or in any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements)form.
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIII and the representations and warranties of the Guarantors under the Equity Commitment Letter and the Guarantee:
(i) neither none of the Company nor Parent, Merger Sub or any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent, its Merger Sub, their respective Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent, any of its Subsidiaries Merger Sub or any of its their respective Subsidiaries, or any of their respective Affiliates or Representatives Representatives, to make any representation or warranty relating to the CompanyParent, its Merger Sub and their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parentthe Company, Merger Sub its Subsidiaries, or any of their respective Affiliates or Representatives as having been authorized by the CompanyParent, any of its Subsidiaries Merger Sub and their respective Subsidiaries, or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent and Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parentthe Company, Merger Sub its Subsidiaries, or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Intricon Corp)
No Other Representations and Warranties. Each Except as contemplated by the representations and warranties expressly set forth in Article III and the certificate delivered by the Company pursuant to Section (e) of Parent and Merger SubAnnex A, each Buyer Party, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIII and the certificate delivered by the Company pursuant to Section (e) of Annex A:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, has made, or has shall be deemed to have made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the MergerTransactions;
(ii) no Person has been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Company Group or any of their its businesses or operations or otherwise in connection with this Agreement or the MergerTransactions, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Buyer Parties or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Buyer Parties or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:IV or in any closing certificate delivered pursuant to Section 7.3(c):
(i) neither none of Parent, the Company nor any of its Subsidiaries (Merger Subs or any other Person) Person makes, or has made, any representation or warranty relating to Parent, the Company, its Subsidiaries Merger Subs or any of their businesses, operations or otherwise in connection with this Agreement or the MergerMergers;
(ii) no Person has been authorized by Parent, the Company, any of its Subsidiaries Merger Subs or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to Parent or the Company, its Subsidiaries Merger Subs or any of their its businesses or operations or otherwise in connection with this Agreement or the MergerMergers, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by Parent, the Company, any of its Subsidiaries Merger Subs or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by Parent and the Company Merger Subs in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or its Subsidiaries or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Fathom Digital Manufacturing Corp)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its the Company Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV:
(i) neither the Company nor None of Parent, Merger Sub or any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent or Merger Sub, its their Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent or Merger Sub, any of its their Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent or Merger Sub, its their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by the CompanyParent or Merger Sub, any of its their respective Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent or Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby each of Parent and Merger Sub disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Echelon Corp)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV:
(i) neither the Company nor None of Parent, Merger Sub or any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent or Merger Sub, its their Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent or Merger Sub, any of its their Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent or Merger Sub, its their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by the CompanyParent or Merger Sub, any of its their respective Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent or Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company each of Parent and Merger Sub hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Lifelock, Inc.)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:, any Company Documents, or in any closing certificate delivered pursuant to Section 7.2(c):
(i) neither none of the Company nor any of or its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Company Group or any of their its businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement and the Company Documents are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV:
(i) neither the Company nor None of Parent, Acquisition Sub or any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent or Acquisition Sub, its their Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement Agreement, the Offer or the Merger;
(ii) no Person has been authorized by the CompanyParent or Acquisition Sub, any of its their Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent or Acquisition Sub, its their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement Agreement, the Offer or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by the CompanyParent or Acquisition Sub, any of its their respective Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent or Acquisition Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby each of Parent and Acquisition Sub disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger SubBuyer Party, on behalf of itself and its respective Subsidiaries, acknowledges and agrees that, except for as set forth in the representations and warranties expressly set forth in Article IIIIV, the certificate delivered pursuant to clause (d)(vi) of Annex A hereto and the other Transaction Documents:
(i) neither the Company nor any of its Subsidiaries (or any of their Representatives, Affiliates, or other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the MergerTransactions or the negotiation with respect to the foregoing;
(ii) no Person has been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Company Group or any of their businesses or its businesses, operations or otherwise in connection with this Agreement or the MergerTransactions or the negotiation with respect to the foregoing, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Buyer Parties or any of their respective Affiliates or Representatives any Representative of the foregoing as having been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives any Representative of the foregoing (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Buyer Parties or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
(i) neither the Company nor any of its the Company Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its the Company Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its the Company Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its the Company Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement Agreement, or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its the Company Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Echelon Corp)
No Other Representations and Warranties. Each In entering into this Agreement, each of Parent the Buyer Parties has relied solely upon its independent investigation and Merger Subanalysis of the Company and the Company Subsidiaries and the JV Entities, on behalf and each of itself the Buyer Parties acknowledges and its Subsidiariesagrees that it has not been induced by and has not relied upon any representation, warranty or statement, whether express or implied, made by the Company, any Company Subsidiary or any JV Entity, or any of their respective affiliates, stockholders, controlling persons or Representatives that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. The Buyer Parties each acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
this Agreement (ia) neither the Company nor any of its Subsidiaries (or any other Person) makesdoes not make, or has not made, any representation or warranty relating to the Company, itself or its Subsidiaries or any of their businesses, operations business or otherwise in connection with the Merger and the Buyer Parties are not relying on any representation or warranty except for those expressly set forth in this Agreement or the Merger;
Agreement, (iib) no Person person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives Company to make any representation or warranty relating to the Company, itself or its Subsidiaries or any of their businesses or operations business or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives the Buyer Parties as having been authorized by the Companysuch party and (c) all estimates, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (projections, predictions, data, financial information, memoranda, presentations or any other Person); and
(iii) materials or information provided or addressed to the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub Buyer Parties or any of their respective Affiliates Representatives are not and shall not be deemed to be or Representatives include representations or warranties unless any such materials or information are the subject of any documentation express representation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements)warranty set forth in Article III.
Appears in 1 contract
Samples: Merger Agreement (AmREIT, Inc.)
No Other Representations and Warranties. Each of Parent and Merger SubBuyer Party, on behalf of itself and its Subsidiariesrespective Subsidiaries (and any of their Representatives and Affiliates), acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
(i) neither the Company nor any of its respective Subsidiaries (or any of their Representatives, Affiliates, or other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their financial conditions, businesses, operations results of operations, properties, assets, liabilities, prospects or otherwise in connection with this Agreement or the MergerMerger or the negotiation with respect to the foregoing;
(ii) no Person has been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Company Group or any of their businesses its financial conditions, businesses, results of operations, properties, assets, liabilities, or operations prospects or otherwise in connection with this Agreement or the MergerMerger or the negotiation with respect to the foregoing, and if made, such representation or warranty must has not be relied upon by Parent, Merger Sub the Buyer Parties or any of their respective Affiliates or Representatives any Representative of the foregoing as having been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives any Representative of the foregoing (or any other Person); and
(iii) the representations and warranties made by the Company in Article III of this Agreement (as qualified by the Company Disclosure Schedule and, as applicable, the Strategic Alternative Disclosure) are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Buyer Parties or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV:
(i) neither the Company nor None of Parent, Merger Sub or any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent or Merger Sub, its their Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent or Merger Sub, any of its their Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent or Merger Sub, its their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must has not be been relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by the CompanyParent or Merger Sub, any of its their respective Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) other than the representations and warranties made by the Company Parent or Merger Sub in this Agreement are in lieu Agreement, each of Parent and are exclusive of Merger Sub disclaims all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Mandiant, Inc.)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement, the Bermuda Merger Agreement or the MergerTransactions;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement, the Bermuda Merger Agreement or the MergerTransactions, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIV:
(i) neither the Company nor None of Parent, Merger Sub or any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent or Merger Sub, its their Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Offer or the Merger;
(ii) no Person has been authorized by the CompanyParent or Merger Sub, any of its their Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent or Merger Sub, its their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement Agreement, the Offer or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by the CompanyParent or Merger Sub, any of its their respective Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent or Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company each of Parent and Merger Sub hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Rocket Fuel Inc.)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III, in any certificate delivered pursuant to this Agreement and in the Voting Agreement:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Cision Ltd.)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIARTICLE II:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, Sub acknowledges and agrees that, (a) except for the Company’s representations and warranties set forth in Article II or any certificate or schedule delivered in connection with the Closing pursuant hereto, none of the Company, the Unitholders’ Representative or any of the Company Unitholders nor any of their respective officers, employees, agents or representatives makes or has made (and Parent and Merger Sub have not relied upon) any other express or implied representation or warranty with respect to the Company, the Unitholders’ Representative or any of the Company Unitholders or the transactions contemplated by this Agreement, and (b) the Company, the Unitholders’ Representative and the Company Unitholders hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Company, the Unitholders’ Representative or any of the Company Unitholders or any of their respective representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent by any director, officer, employee, agent, consultant, or representative of Parent) other than the representations and warranties expressly set forth in Article III:
(i) neither the Company nor any of its Subsidiaries (II or any other Person) makes, certificate or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise schedule delivered in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements)Closing pursuant hereto.
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
: (i) neither the Company nor any none of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Affiliates or any of its or their respective stockholders, controlling persons or Representatives has made any representation or warranty, express or implied, with respect to the Company or its Subsidiaries or Affiliates or their business, operations, technology, assets, liabilities, results of operations, financial condition, prospects, projections, budgets, estimates or operational metrics, or as to the accuracy or completeness of any of the information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided by or on behalf of the Company (including in any management presentations, information or descriptive memorandum, certain “data rooms” maintained by the Company, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Parent and Merger Sub or any of their businessesrespective Affiliates, operations stockholders or otherwise in connection with this Agreement or the Merger;
Representatives; and (ii) no Person has been authorized by the Company, any of its Subsidiaries or Affiliates or any of its or their respective Affiliates or Representatives to make any such representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Mergerwarranty, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or Affiliates or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger Sub, the Parties on behalf of itself and its SubsidiariesSubsidiaries and Affiliates, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIARTICLE II (in the case of the Company) and ARTICLE III (in the case of Parent and Merger Sub) and as expressly set forth in any Related Agreement:
(i) neither the Company such Party nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Companysuch Party, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Companysuch Party, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Companysuch Party, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the other Party(ies) or any of their respective Affiliates or Representatives as having been authorized by the Companyfirst such Party, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company such Party in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company such Party hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the other such Party(ies) or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger SubSubsidiary, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
ARTICLE 4, any agreement expressly contemplated herby or in any certificate delivered by the Company pursuant to this Agreement: (i) neither none of the Company nor or any of its Subsidiaries (or any other Person) makes, or has made, any other representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
Transactions; (ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the MergerTransactions, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub Subsidiary or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
and (iii) the representations and warranties made by the Company in this Agreement, any agreement expressly contemplated hereby or in any certificate delivered by the Company pursuant to this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub Subsidiary or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties Except as expressly set forth in Article III:
(i) this Agreement or in any of the Ancillary Agreements delivered by Sellers at Closing, neither the Company Sellers, or any of their Affiliates, nor any of its Subsidiaries (or any other Person) makestheir respective managers, members, employees, partners, or representatives has made, or is making, any representation or warranty relating whatsoever to Buyer or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to Buyer or its Affiliates. Without limiting the foregoing but also without limiting the scope of the express representations and warranties of Sellers set forth in this Agreement or in any of the Ancillary Agreements delivered by Sellers at Closing, Buyer acknowledges that Buyer, together with its advisors, has made its own investigation of the Sellers and the Acquired Entities and is not relying on any implied warranties or upon any representation or warranty whatsoever as to the Companyprospects (financial or otherwise) or the viability or likelihood of success of the continued operation of the business of the Acquired Entities as conducted after the Closing, its Subsidiaries as contained in any materials provided by any of Sellers, or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates members, managers, employees, partners, or Representatives as having been authorized by representatives or otherwise. For the Companypurposes herein, any information provided to, or made available to, Buyer by or on behalf of its Subsidiaries or any of its the Sellers or their respective Affiliates the Acquired Entities shall include any and all information that may be contained or Representatives (posted in the Dataroom. The foregoing shall in no way be construed to limit or impair Buyer’s right to make claims against any other Person); and
(iii) Person for or in the representations and warranties made by the Company in this Agreement are in lieu nature of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements)fraud.
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except Except for the representations and warranties expressly set forth contained in Article III:
III and Article IV and in any certificate or agreement delivered pursuant hereto (iupon which Investor shall be entitled to rely regardless of any knowledge or investigation by or on behalf of Investor), neither the Company, the Company Entities, the Founder Members nor any other Person on behalf of the Company or any of its Affiliates has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company or any Company Entity or with respect to any other information provided to Investor or its Affiliates or Representatives, and the Company disclaims any such representation or warranty. Except for the specific representations and warranties contained in Article III and this Article IV (as modified by the Company Disclosure Schedule) and in any certificate or agreement delivered pursuant hereto, the Company hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Investor or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Investor by any director, officer, employee, agent, consultant, or other Representative of the Company, the Company Entities, the Founder Members or any of their respective Affiliates, and whether or not included in the Data Room), and neither the Company nor any of its Subsidiaries (other Person will have or be subject to any liability or obligation to Investor or any other PersonPerson (other than liability for fraud) makesresulting from the distribution to Investor or any such party’s use of, or has madereliance upon, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Investment Agreement (Hf2 Financial Management Inc.)
No Other Representations and Warranties. Each of Parent and the Merger SubSubs, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:III or in any closing certificate delivered pursuant to Section 7.2(f):
(i) neither none of the Company nor any of Company, its Subsidiaries (or any other Person) Person makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the MergerMergers;
(ii) no Person has been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Company Group or any of their its businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, the Merger Sub Subs or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company Parent and each Merger Sub hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, the Merger Sub Subs or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Fathom Digital Manufacturing Corp)
No Other Representations and Warranties. Each of Parent and Merger SubBuyer, on behalf of itself and its SubsidiariesAffiliates, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
(i) neither the Company Seller nor any of its Subsidiaries Affiliates (or any other Person) makes, or has made, any representation or warranty relating to Seller or its Affiliates, EBH, the CompanyTransferred Equity Interests, its Subsidiaries or any of their businesses, operations the Transferred Real Property or otherwise in connection with this Agreement or the MergerTransactions;
(ii) no Person has been authorized by the Company, any of Seller or its Subsidiaries Affiliates or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to Seller or its Affiliates, EBH, the CompanyTransferred Equity Interests, its Subsidiaries or any of their businesses or operations the Transferred Real Property or otherwise in connection with this Agreement or the MergerTransactions, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub Buyer or any of its Affiliates or their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries Seller or any of its Affiliates or any of their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Seller in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company Seller hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub Buyer or any of its Affiliates or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV:
(i) neither the Company nor None of Parent, Merger Sub or any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent or Merger Sub, its their Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent or Merger Sub, any of its their Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent or Merger Sub, its their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by the CompanyParent or Merger Sub, any of its their respective Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent or Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby each of Parent and Merger Sub disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Medallia, Inc.)
No Other Representations and Warranties. Each of Parent and Merger SubSub has conducted its own independent review and analysis of the business, operations, assets, Intellectual Property, technology, liabilities, results of operations, financial condition and prospects of the Company and each of them acknowledges that it and its Representatives have received reasonable access to such books and records, facilities, equipment, contracts and other assets of the Company and that it and its Representatives have had a reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Each of Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of itself the Company makes any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent or Merger Sub in connection with the Transactions including the accuracy or completeness thereof other than the representations and its Subsidiaries, warranties contained in Article 3. Each of Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by applicable Law, the Company and its Subsidiaries, and their respective affiliates, stockholders, controlling persons or Representatives shall not have any liability or responsibility whatsoever to Parent, Merger Sub, any Parent Subsidiary, or their respective affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any statement, document, projections, estimates or other forward-looking information provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information) to Parent, Merger Sub, any Parent Subsidiary, or any of their respective affiliates, stockholders, controlling persons or Representatives, except for as and only to the representations and warranties extent expressly set forth in Article III:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).3. ARTICLE 5
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except Except for the representations and warranties expressly set forth in this Article III:
(i) neither 3, none of the Company nor Entities or their respective Related Parties has made or is making any of its Subsidiaries (express or any other Person) makes, or has made, any implied representation or warranty relating of any nature to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by ParentBuyer, Merger Sub or any of their respective Affiliates Related Parties, at law or Representatives as having been authorized by in equity, with respect to matters relating to the CompanySellers, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (Related Parties, the Company Entities, their respective businesses or any other Person); and
(iii) matter related to or in connection with the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purposetransactions contemplated hereby, and the Company hereby expressly disclaims any such other or implied representations or warrantieswarranties (including as to the accuracy or completeness of any information provided to the Buyer or Merger Sub). Without limiting the generality of the foregoing, notwithstanding none of the delivery Company Entities or disclosure their respective Related Parties has made or is making any representation or warranty with respect to Parent(i) any projections, estimates or budgets delivered to or made available to the Buyer, Merger Sub or any of their respective Affiliates Related Parties of future revenues, future results of operations (or Representatives any component thereof), future cash flows or future financial condition (or any component thereof) of the Company Entities or the future business and operations of the Company Entities or (ii) any other information or documents made available to the Buyer, Merger Sub or their respective Related Parties with respect to the Company Entities or their respective businesses or operations (including as to the accuracy or completeness of any documentation such information or other information (including any financial informationdocuments), supplemental data or financial projections or other forward-looking statements)except as expressly set forth in this Article 3.
Appears in 1 contract
Samples: Merger Agreement (Virtus Investment Partners, Inc.)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the MergerTransactions;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the MergerTransactions, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (PRGX Global, Inc.)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV and the representations of the Guarantor under the Equity Commitment Letter and the Guaranty:
(i) neither the Company nor any none of its Parent and Merger Sub and their respective Subsidiaries (or any other Person) Person makes, or has made, any representation or warranty relating to the Company, its Parent and Merger Sub and their respective Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent, any of its Subsidiaries or any of its Merger Sub or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent, its Subsidiaries Merger Sub or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parentthe Company, Merger Sub its Subsidiaries or any of their respective Affiliates or Representatives as having been authorized by the CompanyParent, any of its Subsidiaries Merger Sub or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent and Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and each of the Company Parent and Merger Sub hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company Group or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Instructure Inc)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIArticle IV or in any certificate delivered pursuant to this Agreement:
(i) neither the Company Parent nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent, its Subsidiaries and Affiliates or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent, its Subsidiaries or Affiliates or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by the CompanyParent, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent and Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company Parent and Merger Sub hereby disclaims disclaim any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIII and other than in the case of Fraud:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the MergerTransactions;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the MergerTransactions, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Otelco Inc.)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except Except for the representations and warranties expressly set forth in Article this ARTICLE III:
(i) , neither the Company nor any other Person has made, makes or shall be deemed to make any other representation or warranty of its Subsidiaries (any kind whatsoever, express or implied, written or oral, at Law or in equity by the Company itself or on behalf of the Company or any other Person) makesthe Company or on behalf of the Company or any of its Subsidiaries, or has made, including any representation or warranty relating to regarding the Company, any Purchased Shares, or any assets or Liabilities of the Company or any of its Subsidiaries or Affiliates, or any of their businesses, operations other rights or otherwise in connection with Liabilities to be transferred pursuant to this Agreement or the Merger;
Transaction Documents or any other matter, and the Company hereby disclaims all other representations and warranties of any kind whatsoever, express or implied, written or oral, at Law or in equity. The Company hereby disclaims all Liability and responsibility for all projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished (iiorally or in writing, including electronically) no Person has been authorized by to any Purchaser, any of its Affiliates, or any of its Representatives, including omissions therefrom. Without limiting the Companyforegoing, the Company does not make any representation or warranty of any kind whatsoever, express or implied, written or oral, at Law or in equity, to any Purchaser, any of its Affiliates, or any of its Representatives regarding the success, profitability or value of the Company or any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements)Affiliates.
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makesdoes not make, or has not made, any representation or warranty relating to the Company, its former Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries Company or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Company or any of their its businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries Company or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Ellie Mae Inc)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:III and the certificate delivered pursuant to Section 7.2(c):
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV or in any Transaction Document:
(i) neither the Company nor none of Parent, Merger Sub or any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent or Merger Sub, its their Subsidiaries or any of their businesses, operations or otherwise in connection with the Original Agreement, this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent or Merger Sub, any of its their Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent or Merger Sub, its their respective Subsidiaries or any of their businesses or operations or otherwise in connection with the Original Agreement, this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by the CompanyParent or Merger Sub, any of its their respective Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by Parent or Merger Sub in the Company in Original Agreement, this Agreement or in any Transaction Document are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby each of Parent and Merger Sub disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger SubBuyer Party, on behalf of itself and its respective Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
(i) neither the Company Parties nor any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the MergerMergers;
(ii) no Person has been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Company Group or any of their its businesses or operations or otherwise in connection with this Agreement or the MergerMergers, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Buyer Parties or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parties in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company Parties hereby disclaims disclaim any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Buyer Parties or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Pluralsight, Inc.)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV:
(i) neither the Company nor None of Parent, Acquisition Sub or any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent or Acquisition Sub, its their Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent or Acquisition Sub, any of its their Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent or Acquisition Sub, its their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by the CompanyParent or Acquisition Sub, any of its their respective Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent or Acquisition Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby each of Parent and Acquisition Sub disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
ARTICLE 5 or in any certificate delivered by Parent pursuant to this Agreement: (i) ), neither the Company Parent nor any of its Subsidiaries (or any other Person) Person makes, or has made, any representation or warranty relating of any kind whatsoever, express or implied, at law or in equity, with respect to the CompanyParent, any of its Subsidiaries or any of their businessesrespective business, operations operations, assets, liabilities, condition (financial or otherwise in connection with this Agreement otherwise) or the Merger;
Transactions; (ii) no Person has been authorized by the CompanyParent, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the MergerTransactions, and if made, such representation or warranty must not be relied upon by Parentthe Company, Merger Sub its Subsidiaries or any of their respective Affiliates or Representatives as having been authorized by the CompanyParent, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
and (iii) the representations and warranties made by the Company Parent in this Agreement and in any certificate delivered by Parent pursuant to this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company Parent hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parentthe Company, Merger Sub its Subsidiaries or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Veritiv Corp)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIArticle III or in any certificate delivered pursuant to this Agreement:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or its Affiliates or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Subsidiaries, its Affiliates or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIII or in any certificate delivered pursuant to this Agreement:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Transphorm, Inc.)
No Other Representations and Warranties. Each of Parent and Merger Acquisition Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III, any certificate delivered pursuant to this Agreement and the Support Agreements:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Acquisition Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement and any certificate delivered pursuant to this Agreement, are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Acquisition Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except Except for the representations and warranties expressly set forth in Article III:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all Section 3.1, neither the Company or any other representations and warranties, including Person makes any express or implied representation or as warranty with respect to merchantability the Company or fitness for a particular purposeany of its Subsidiaries or their respective businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects, and the Company hereby disclaims any such other or implied representations or warranties. In particular, notwithstanding without limiting the delivery foregoing disclaimer, except for the representations and warranties made by the Company in this Section 3.1, neither Company nor any other Person makes or disclosure has made any representation or warranty to Parent, Merger Sub Parent or any of its Representatives, with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of the Company’s Subsidiaries or their respective Affiliates businesses or operations or (ii) any oral or written information furnished or made available to Parent or any of its Representatives in the course of their due diligence investigation of Company, the negotiation of this Agreement or the consummation of this transaction and the other transactions contemplated by this Agreement, including the accuracy, completeness or currentness thereof, and neither the Company nor any other Person will have any liability to Parent or any other Person in respect of such information, including any subsequent use of such information, except in the case of fraud. Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agrees that none of Parent, any Parent Party or any other Person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly made by Parent in Section 3.2, including any implied representation or warranty as to the accuracy or completeness of any documentation information regarding Parent furnished or other information (including made available to the Company, or any financial information, supplemental data or financial projections or other forward-looking statements)of its Representatives.
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except Except for the representations and warranties expressly set forth contained in Article III:
V and in any certificate or agreement delivered pursuant hereto (i) neither upon which the Company Founder Members shall be entitled to rely regardless of any knowledge or investigation by or on behalf of the Founder Members or the Company), none of Investor nor any other Person on behalf of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub Investor or any of their respective Affiliates has made, makes or Representatives as having been authorized by shall be deemed to make any other express or implied representation or warranty with respect to Investor or with respect to any other information provided to the Company, the Company Entities or the Founder Members, and Investor disclaims any of its Subsidiaries such representation or warranty. Except for the specific representations and warranties contained in this Article V (as modified by the Investor Disclosure Schedule) and in any of its certificate or agreement delivered pursuant hereto, Investor hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Company, the Company Entities, the Founder Members or their respective Affiliates or Representatives (including any opinion, information, projection, or any other Person); and
(iii) the representations and warranties made by advice that may have been or may be provided to the Company in this Agreement are in lieu by any director, officer, employee, agent, consultant, or other Representative of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub Investor or any of their respective Affiliates Affiliates), and neither Investor nor any other Person will have or Representatives of be subject to any documentation liability or obligation to the Company, the Company Entities, the Founder Members or any other information Person (including other than liability for fraud) resulting from the distribution to the Company or any financial such party’s use of, or reliance upon any such information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Investment Agreement (Hf2 Financial Management Inc.)
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article Article III:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Natus Medical Inc)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV and the representations of the Guarantors under the Equity Commitment Letter and the Guaranty:
(i) neither the Company nor any none of its Parent and Merger Sub and their respective Subsidiaries (or any other Person) Person makes, or has made, any representation or warranty relating to the Company, its Parent and Merger Sub and their respective Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent, any of its Subsidiaries or any of its Merger Sub or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent, its Subsidiaries Merger Sub or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parentthe Company, Merger Sub its Subsidiaries or any of their respective Affiliates or Representatives as having been authorized by the CompanyParent, any of its Subsidiaries Merger Sub or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent and Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and each of the Company Parent and Merger Sub hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company Group or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (RealPage, Inc.)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
: (i) neither none of the Company nor Parent, Merger Sub or any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent, its Merger Sub, their respective Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
; (ii) no Person has been authorized by the CompanyParent, any of its Subsidiaries Merger Sub or any of its their respective Subsidiaries, or any of their respective Affiliates or Representatives Representatives, to make any representation or warranty relating to the CompanyParent, its Merger Sub and their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parentthe Company, Merger Sub its Subsidiaries, or any of their respective Affiliates or Representatives as having been authorized by the CompanyParent, any of its Subsidiaries Merger Sub and their respective Subsidiaries, or any of its or their respective Affiliates or Representatives (or any other Person); and
and (iii) the representations and warranties made by the Company Parent and Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parentthe Company, Merger Sub its Subsidiaries, or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Hni Corp)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV or in any certificate delivered pursuant to this Agreement:
(i) neither the Company nor none of Parent, Merger Sub or any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent or Merger Sub, its their Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent or Merger Sub, any of its their Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent or Merger Sub, its their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by the CompanyParent or Merger Sub, any of its their respective Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent or Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby each of Parent and Merger Sub disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Transphorm, Inc.)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV and the representations of each Guarantor under its respective Equity Commitment Letter and Guaranty:
(i) neither the Company nor any none of its Parent and Merger Sub and their respective Subsidiaries (or any other Person) Person makes, or has made, any representation or warranty relating to the Company, its Parent and Merger Sub and their respective Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent, any of its Subsidiaries or any of its Merger Sub or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent, its Subsidiaries Merger Sub or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parentthe Company, Merger Sub its Subsidiaries or any of their respective Affiliates or Representatives as having been authorized by the CompanyXxxxxx, any of its Subsidiaries Merger Sub or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent and Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and each of the Company Parent and Merger Sub hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company Group or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
(i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement Agreement, or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Lifelock, Inc.)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:IV and the certificate delivered pursuant to Section 7.3(c):
(i) neither the Company Parent nor any of its Subsidiaries (or any other Person) Merger Sub makes, or has made, any representation or warranty relating to the Company, its Subsidiaries Parent or Merger Sub or any of their businesses, operations respective Affiliates or otherwise Representatives in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries Parent or any of its or their respective Affiliates or Representatives Merger Sub to make any representation or warranty relating to the Company, its Subsidiaries Parent or Merger Sub or any of their respective Affiliates or Representatives or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by the Company or any of its Subsidiaries as having been authorized by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent and Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company Parent and Merger Sub hereby disclaims disclaim any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective Affiliates or Representatives its Subsidiaries of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIII and in any closing certificate delivered pursuant to Sections (c) or (d) of Annex I:
(i) neither none of the Company nor any of Company, its Subsidiaries (or any other Person) Person makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement Agreement, the Offer or the Merger;
(ii) no Person has been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries Company Group or any of their its businesses or operations or otherwise in connection with this Agreement Agreement, the Offer or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of its Subsidiaries Company Group or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its SubsidiariesAffiliates, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III:
(i) neither the : The Company nor any of its Subsidiaries (or any other Person) makesdoes not make, or and has not made, any representation representations or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise warranties in connection with this Agreement or the Merger;
Merger and the Transactions other than those expressly set forth herein; (ii) no Person has been authorized by the Company, any of Company or its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, Company or its Subsidiaries or any of their its businesses or operations or otherwise in connection with this Agreement or the MergerTransactions, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any of their respective Affiliates or Representatives as having been authorized by the Company, any of Company or its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
and (iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements). Except as expressly set forth herein, no person has been authorized by the Company to make any representation or warranty relating to the Company or its business, or otherwise in connection with the Merger and the transactions contemplated hereby and, if made, such representation or warranty may not be relied upon as having been authorized by the Company.
Appears in 1 contract
Samples: Merger Agreement (Virtusa Corp)
No Other Representations and Warranties. Each of Parent and Merger SubThe Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV:
(i) neither the Company Parent nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement, the Bermuda Merger Agreement or the MergerTransactions;
(ii) no Person has been authorized by the CompanyParent, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent, its Subsidiaries Subsidiaries, any other Person or any of their businesses or operations or otherwise in connection with this Agreement, the Bermuda Merger Agreement or the MergerTransactions, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective Affiliates or Representatives as having been authorized by the CompanyParent, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company Parent hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
No Other Representations and Warranties. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IIIIV:
(i) neither the Company nor None of Parent, Merger Sub or any of its their respective Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the CompanyParent or Merger Sub, its their Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger;
(ii) no Person has been authorized by the CompanyParent or Merger Sub, any of its their Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the CompanyParent or Merger Sub, its their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives as having been authorized by the CompanyParent or Merger Sub, any of its their respective Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and
(iii) the representations and warranties made by the Company Parent or Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby each of Parent and Merger Sub disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub the Company or any of their respective its Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).
Appears in 1 contract
Samples: Merger Agreement (Globalscape Inc)
