No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article 4, each of Parent and Merger Subsidiary acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger Subsidiary, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing. (b) Each of Parent and Merger Subsidiary also acknowledges and agrees that the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary or their respective Representatives or Affiliates.
Appears in 3 contracts
Samples: Merger Agreement (Fogo De Chao, Inc.), Merger Agreement (Fogo De Chao, Inc.), Merger Agreement (Ruby Tuesday Inc)
No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article 4Article 3, each of Parent and Merger Subsidiary Buyer acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law Law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger SubsidiaryBuyer, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, Company and notwithstanding the delivery or disclosure to Parent or Merger SubsidiaryBuyer, or any of their Representatives or Affiliates Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing.
(b) Each of Parent and Merger Subsidiary Buyer also acknowledges acknowledge and agrees that agree that, except for the representations and warranties set forth in Article 3 and except in the case of fraud solely as it relates to the representations and warranties expressly made in Article 3, the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary Buyer or their respective Representatives or Affiliates.
Appears in 3 contracts
Samples: Purchase Agreement (Patheon N.V.), Purchase Agreement (Thermo Fisher Scientific Inc.), Purchase Agreement (Patheon N.V.)
No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article 4Article 3, each of Parent and Merger Subsidiary Buyer acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law Law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger SubsidiaryBuyer, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger SubsidiaryBuyer, or any of their its Representatives or Affiliates of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing.
(b) Each of Parent and Merger Subsidiary Buyer also acknowledges and agrees that except for the representations and warranties set forth in Article 3 or in the case of fraud, the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary Buyer or their respective its Representatives or Affiliates.
Appears in 3 contracts
Samples: Purchase Agreement, Purchase Agreement (Qualcomm Inc/De), Purchase Agreement (NXP Semiconductors N.V.)
No Other Representations and Warranties. (a) Except The Company acknowledges and agrees that, except for the representations and warranties set forth in this Article Article 4, each of Parent and Merger Subsidiary acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law Law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger SubsidiaryBuyer to the Company, and the Company Parent and Buyer hereby disclaims disclaim any such representation or warranty, whether by or on behalf of the CompanyParent or Buyer, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiarythe Company, or any of their its Representatives or Affiliates Affiliates, of any documentation or other information by the Company Parent or Buyer or any of its their respective Representatives or Affiliates with respect to any one or more of the foregoing.
(b) Each of Parent and Merger Subsidiary The Company also acknowledges and agrees that that, except for the Company makes representations and warranties set forth in Article 4, Parent and Buyer make no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company Parent or any of its Subsidiaries or the future business, operations or affairs of the Company Parent or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary the Company or their respective its Representatives or Affiliates.
Appears in 3 contracts
Samples: Purchase Agreement (Digital Realty Trust, Inc.), Purchase Agreement (InterXion Holding N.V.), Purchase Agreement (Digital Realty Trust, Inc.)
No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article 4Article 3, each of Parent and Merger Subsidiary Buyer acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger SubsidiaryBuyer, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger SubsidiaryBuyer, or any of their Representatives or Affiliates of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing.
(b) Each of Parent and Merger Subsidiary Buyer also acknowledges and agrees that the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary Buyer or their respective Representatives or Affiliates.
Appears in 2 contracts
Samples: Purchase Agreement (Biomarin Pharmaceutical Inc), Purchase Agreement (AVG Technologies N.V.)
No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article 4Article 3, each of Parent and Merger Subsidiary Buyer acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law Law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger SubsidiaryBuyer, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, Company and notwithstanding the delivery or disclosure to Parent or Merger SubsidiaryBuyer, or any of their Representatives or Affiliates Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing.
(b) Each of Parent and Merger Subsidiary Buyer also acknowledges acknowledge and agrees that agree that, except for the representations and warranties set forth in Article 3, the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary Buyer or their respective Representatives or Affiliates.
Appears in 2 contracts
Samples: Purchase Agreement (InterXion Holding N.V.), Purchase Agreement (Digital Realty Trust, Inc.)
No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article Article 4, each of Parent and Merger Subsidiary acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger Subsidiary, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates of any documentation or other information by the Company or any of its Representatives or Affiliates with respect Affiliates, unless and to the extent that any one or more of such information is expressly included in a representation and warranty contained in this Article 4 (as qualified by the foregoingCompany Disclosure Schedule).
(b) Each of Parent and Merger Subsidiary also acknowledges and agrees that the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary or their respective Representatives or Affiliates.
Appears in 2 contracts
Samples: Merger Agreement (Sizmek Inc.), Merger Agreement (Sizmek Inc.)
No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article 4Article 3, each of Parent and Merger Subsidiary acknowledges Buyer acknowledge and agrees agree that no representation or warranty of any kind whatsoever, express or implied, at law Law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger SubsidiaryBuyer, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger SubsidiaryBuyer, or any of their respective Representatives or Affiliates Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing.
(b) Each of Parent and Merger Subsidiary Buyer also acknowledges acknowledge and agrees that agree that, except for the representations and warranties set forth in Article 3 or in the case of fraud, the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary Buyer or their respective Representatives or Affiliates.
Appears in 2 contracts
Samples: Purchase Agreement (Mobileye N.V.), Purchase Agreement (Intel Corp)
No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article 4Article 5 and in any certificate delivered hereunder, each of Parent and Merger Subsidiary the Company acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger SubsidiarySubsidiary to the Company, and the Company each of Parent and Merger Subsidiary hereby disclaims any such representation or warranty, whether by or on behalf of the CompanyParent or Merger Subsidiary, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, the Company or any of their its Representatives or Affiliates of any documentation or other information by the Company Parent or Merger Subsidiary or any of its their Representatives or Affiliates with respect to any one or more of the foregoing.
(b) Each The Company also acknowledges and agrees that each of Parent and Merger Subsidiary also acknowledges and agrees that the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company Parent or any of its Subsidiaries or the future business, operations or affairs of the Company Parent or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary or their respective Representatives or AffiliatesSubsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (LoopNet, Inc.), Merger Agreement (Costar Group Inc)
No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article Article 4, each of Parent and Merger Subsidiary acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger Subsidiary, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing.
(b) Each of Parent and Merger Subsidiary also acknowledges and agrees that the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary or their respective Representatives or Affiliates.
Appears in 2 contracts
Samples: Merger Agreement (Palm Inc), Merger Agreement (Hewlett Packard Co)
No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article Article 4, each of Parent and Merger Subsidiary acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger Subsidiary, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the 38 delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing.
(b) Each of Parent and Merger Subsidiary also acknowledges and agrees that the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary or their respective Representatives or Affiliates.
Appears in 1 contract
Samples: Merger Agreement
No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article 4Article III, each of Parent and Merger Subsidiary Sub acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger SubsidiarySub, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger SubsidiarySub, or any of their Representatives or Affiliates of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing.
(b) Each of Parent and Merger Subsidiary Sub also acknowledges and agrees that the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary Sub or their respective Representatives or Affiliates.
Appears in 1 contract
Samples: Merger Agreement (Hollysys Automation Technologies, Ltd.)
No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article 45, each of Parent and Merger Subsidiary acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger Subsidiary, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing.
(b) Each of Parent and Merger Subsidiary also acknowledges and agrees that the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary or their respective Representatives or Affiliates.
Appears in 1 contract
No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article 4Article 3, each of Parent and Merger Subsidiary Buyer acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law Law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger SubsidiaryBuyer, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, Company and notwithstanding the delivery or disclosure to Parent or Merger SubsidiaryBuyer, or any of their Representatives or Affiliates Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing.
(b) Each of Parent and Merger Subsidiary Buyer also acknowledges acknowledge and agrees that agree that, except for the representations and warranties set forth in Article 3, the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary Buyer or their respective Representatives or Affiliates.. Table of Contents
Appears in 1 contract
No Other Representations and Warranties. (a) Except for the representations and warranties set forth as provided in this Article 4Article 3, each none of Parent and Merger Subsidiary acknowledges and agrees that no the Equityholders, the Company or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives has made, or is making, any express or implied representation or warranty of any kind whatsoevernature whatsoever to Parent, express Merger Sub or implied, at law or in equity, is made or any of their respective Affiliates and no such party shall be deemed to have been made by or on behalf liable in respect of the Company accuracy or completeness of any information provided to Parent or Merger Subsidiary, and Sub. Without limiting the Company hereby disclaims any such representation or warranty, whether by or on behalf generality of the Companyforegoing, and notwithstanding none of the delivery or disclosure to Parent or Merger SubsidiaryEquityholders, or any of their Representatives or Affiliates of any documentation or other information by the Company or any of its their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives has made or Affiliates with respect to is making any one or more of the foregoing.
(b) Each of Parent and Merger Subsidiary also acknowledges and agrees that the Company makes no representation or warranty with respect to (i) any projections, forecasts or other estimates, plans estimates or budgets delivered to or made available to Parent, Merger Sub or their respective Affiliates of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of and its Subsidiaries or the future business, business and operations or affairs of the Company or any of and its Subsidiaries heretofore or hereafter delivered to (ii) any other information or documents made available to Parent, Merger Subsidiary Sub or their respective Representatives Affiliates (or Affiliatestheir respective counsel, accountants or advisors) with respect to the Company and its Subsidiaries or their respective businesses or operations (including as to the accuracy or completeness of any such information or documents), except, in each case as expressly set forth in this Article 3.
Appears in 1 contract
Samples: Merger Agreement (Cable One, Inc.)
No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article Article 4, each of Parent and Merger Subsidiary acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger Subsidiary, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing.
(b) Each of Parent and Merger Subsidiary also acknowledges and agrees that the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary or their respective Representatives or Affiliates.
Appears in 1 contract
No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article Article 4, each of Parent and Merger Subsidiary acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger Subsidiary, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing.
(b) Each of Parent and Merger Subsidiary also acknowledges and agrees that that, except for the representations and warranties set forth in this Article 4, the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary or their respective Representatives or Affiliates.
Appears in 1 contract
Samples: Merger Agreement (Affymetrix Inc)
No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article 4Article 5, each of Parent and Merger Subsidiary acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger Subsidiary, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing.
(b) Each of Parent and Merger Subsidiary also acknowledges and agrees that the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary or their respective Representatives or Affiliates.
Appears in 1 contract
No Other Representations and Warranties. (a) Except for the representations and warranties expressly set forth in this Article 4Article 3 and in the Letters of Transmittal, each none of Parent and Merger the Holders, the Stockholders’ Representative, the Company or any Company Subsidiary acknowledges and agrees that no or any other Person acting on their behalf has made or is making any express or implied representation or warranty of any kind whatsoever, express nature to Buyer or impliedits Affiliates, at law or in equity, is made or shall be deemed with respect to have been made by or on behalf of matters relating to the Company to Parent or Merger SubsidiaryHolders, and the Company hereby disclaims any such representation or warrantyStockholders’ Representative, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates of any documentation or other information by the Company or any of its Representatives Company Subsidiary, their respective businesses or Affiliates any other matter related to or in connection with respect to the transactions contemplated hereby, and any one such other representations or more warranties are hereby expressly disclaimed. Without limiting the generality of the foregoing.
(b) Each , none of Parent and Merger Subsidiary also acknowledges and agrees that the Holders, the Stockholders’ Representative, the Company makes no or any Company Subsidiary or any other Person acting on their behalf has made or is making any representation or warranty with respect to (i) any projections, forecasts or other estimates, plans estimates or budgets delivered to or made available to Buyer of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or and any of its Subsidiaries Company Subsidiary or the future business, business and operations or affairs of the Company and any Company Subsidiary or (ii) any of its Subsidiaries heretofore other information or hereafter delivered to or documents made available to ParentBuyer or their counsel, Merger accountants or advisors with respect to the Company, any Company Subsidiary or their respective Representatives businesses or Affiliatesoperations, except as expressly set forth in Article 3 or the Letters of Transmittal.
Appears in 1 contract
Samples: Merger Agreement (Symbion Inc/Tn)
No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article 4Agreement, each of Parent and Merger Subsidiary acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger Subsidiary, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing.
(b) Each of Parent and Merger Subsidiary also acknowledges and agrees that the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary or their respective Representatives or Affiliates.
Appears in 1 contract
No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article 43, each of Parent and Merger Subsidiary Buyer acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger SubsidiaryBuyer, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger SubsidiaryBuyer, or any of their Representatives or Affiliates of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing.
(b) Each of Parent and Merger Subsidiary Buyer also acknowledges and agrees that the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary Buyer or their respective Representatives or Affiliates.
Appears in 1 contract
No Other Representations and Warranties. (a) Except for the representations and warranties set forth in this Article 4Article 3, each of Parent and Merger Subsidiary acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger Subsidiary, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing.
(b) Each of Parent and Merger Subsidiary also acknowledges and agrees that the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary or their respective Representatives or AffiliatesAffiliates unless and to the extent that any such information is expressly included in a representation and warranty contained in this Article 3 (as qualified by the Company Disclosure Schedules).
Appears in 1 contract