No Other Representations; Limitation of Liability. The Purchaser hereby agrees and acknowledges that: (i) other than the representations and warranties set forth in Article II and Article III, none of the Selling Parties, their respective Affiliates or any Representative of any of the Selling Parties or their respective Affiliates make or have made, and the Purchaser is not relying and has not relied on, any representation or warranty, express or implied, at law or in equity, with respect to the Company, including, but not limited, as to: (A) merchantability or fitness for any particular use or purpose; (B) the operation of the Company; or (C) the probable success or profitability of the Company after the Closing; and (ii) other than the indemnification obligations of the Selling Parties set forth in Article VI, none of the Selling Parties, their respective Affiliates or any Representative of any of the Selling Parties or their respective Affiliates will have or be subject to any liability or indemnification, reimbursement or other obligation to or remedy in favor of the Purchaser or any other Person resulting from the distribution to the Purchaser, its Affiliates or any Representative of the Purchaser or its Affiliates of, or the Purchaser’s use of, any information relating to the Company, including any information, documents or material Made Available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in contemplation of the Stock Purchase and the other transactions contemplated by this Agreement.
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Samples: Stock Purchase Agreement (Origo Acquisition Corp), Stock Purchase Agreement (Hightimes Holding Corp.)
No Other Representations; Limitation of Liability. The Purchaser hereby agrees and acknowledges that: (i) other than the representations and warranties set forth in Article II Section 2 and Article IIISection 3, none of the Selling PartiesSeller Parent, Seller, their respective Affiliates or any Representative of any of the Selling Parties Seller Parent, Seller or their respective Affiliates make or have made, and the Purchaser is not relying and has not relied on, any representation or warranty, express or implied, at law or in equity, with respect to the CompanyAcquired Companies, including, but not limited, including as to: (A) merchantability or fitness for any particular use or purpose; (B) the operation of the CompanyAcquired Companies; or (C) the probable success or profitability of the Company Acquired Companies after the Closing; and (ii) other than the indemnification obligations of the Selling Parties Seller set forth in Article VISection 6, none of the Selling PartiesSeller Parent, Seller, their respective Affiliates Affiliates, or any Representative of any of the Selling Parties Seller Parent, Seller or their respective Affiliates will have or be subject to any liability or indemnification, reimbursement or other obligation to or remedy in favor of the Purchaser or any other Person resulting from the distribution to the Purchaser, its Purchaser’s Affiliates or any Representative of the Purchaser Purchaser’s or its Affiliates Purchaser’s Affiliates’ Representatives of, or the Purchaser’s use of, any information relating to the CompanyAcquired Companies, including any information, documents or material Made Available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in contemplation of the Stock Purchase and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (United Online Inc)
No Other Representations; Limitation of Liability. The Purchaser hereby agrees and acknowledges that: (i) other than the representations and warranties set forth in Article II Section 2 and Article IIISection 3, none of the Selling PartiesSeller Parent, their respective Seller, its Affiliates or any Representative of any of the Selling Parties Seller Parent, Seller or their respective Affiliates make or have made, and the Purchaser is not relying and has not relied on, any representation or warranty, express or implied, at law or in equity, with respect to the Acquired Company, including, but not limited, including as to: (A) merchantability or fitness for any particular use or purpose; (B) the operation of the Acquired Company; or (C) the probable success or profitability of the Acquired Company after the Closing; and (ii) other than the indemnification obligations of the Selling Parties Seller set forth in Article VISection 6, none of the Selling PartiesSeller Parent, Seller, their respective Affiliates or any Representative of any of the Selling Parties Seller Parent, Seller or their respective Affiliates will have or be subject to any liability or indemnification, reimbursement or other obligation to or remedy in favor of the Purchaser or any other Person resulting from the distribution to the Purchaser, its Purchaser’s Affiliates or any Representative of the Purchaser Purchaser’s or its Affiliates Purchaser’s Affiliates’ Representatives of, or the Purchaser’s use of, any information relating to the Acquired Company, including any information, documents or material Made Available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in contemplation of the Stock Purchase and the other transactions contemplated by this Agreement.
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