Common use of No Other Representations or Warranties; Disclaimer of Other Representations and Warranties Clause in Contracts

No Other Representations or Warranties; Disclaimer of Other Representations and Warranties. Each of Innovate and Merger Sub acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and the Company Schedule of Exceptions (a) the Company is not making and has not made any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated by this Agreement, including the Merger and any such other representations and warranties are hereby expressly disclaimed, and none of Innovate, Merger Sub or their respective Representatives is relying on any representation or warranty of the Company except for those expressly set forth in this Agreement and the Company Schedule of Exceptions and (b) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Innovate, Merger Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information are the subject of any express representation or warranty set forth in this Agreement or the Company Schedule of Exceptions.

Appears in 2 contracts

Samples: Merger Agreement (Innovate Biopharmaceuticals, Inc.), Merger Agreement (Innovate Biopharmaceuticals, Inc.)

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No Other Representations or Warranties; Disclaimer of Other Representations and Warranties. Each of Innovate and Merger Sub The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and the Company Innovate Schedule of Exceptions (a) the Company each of Innovate and Merger Sub is not making and has not made any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated by this Agreement, including the Merger Merger, and any such other representations and warranties are hereby expressly disclaimed, and none of Innovate, Merger Sub the Company or their respective its Representatives is relying on any representation or warranty of the Company Innovate or Merger Sub except for those expressly set forth in this Agreement and the Company Innovate Schedule of Exceptions and (b) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Innovate, Merger Sub the Company or any of their its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information are the subject of any express representation or warranty set forth in this Agreement or the Company Innovate Schedule of Exceptions.

Appears in 2 contracts

Samples: Merger Agreement (Innovate Biopharmaceuticals, Inc.), Merger Agreement (Innovate Biopharmaceuticals, Inc.)

No Other Representations or Warranties; Disclaimer of Other Representations and Warranties. Each of Innovate Parent and Merger Sub acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and the Company Schedule of Exceptions (a) the Company is not making and has not made any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated by this Agreement, including the Merger and any such other representations and or warranties are hereby expressly disclaimed, and none of InnovateParent, Merger Sub or their respective Representatives is relying on any representation or warranty of the Company except for those expressly set forth in this Agreement and Agreement, (b) no Person has been authorized by the Company Schedule of Exceptions to make any representation or warranty relating to the Company or its business, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by the Company, and (bc) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to InnovateParent, Merger Sub or any of their Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information are the subject of any express representation or warranty set forth in this Agreement or the Company Schedule of ExceptionsAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization, Merger Agreement (Aviragen Therapeutics, Inc.)

No Other Representations or Warranties; Disclaimer of Other Representations and Warranties. Each of Innovate and Merger Sub The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and the Company Schedule of Exceptions (a) the Company each of Orion and Merger Sub is not making and has not made any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated by this Agreement, including the Merger Merger, and any such other representations and warranties are hereby expressly disclaimed, and none of Innovate, Merger Sub the Company or their respective its Representatives is relying on any representation or warranty of the Company Orion or Merger Sub except for those expressly set forth in this Agreement Agreement, (b) no Person has been authorized by Orion or Merger Sub to make any representation or warranty relating to Orion or Merger Sub or their respective businesses, and if made, such representation or warranty must not be relied upon by the Company Schedule of Exceptions as having been authorized by Orion or Merger Sub, and (bc) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Innovate, Merger Sub the Company or any of their its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information are the subject of any express representation or warranty set forth in this Agreement or the Company Schedule of ExceptionsAgreement.

Appears in 1 contract

Samples: Merger Agreement (OvaScience, Inc.)

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No Other Representations or Warranties; Disclaimer of Other Representations and Warranties. Each of Innovate and Merger Sub The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and the Company Radiant Disclosure Schedule of Exceptions (a) the Company each of Radiant and Merger Sub is not making and has not made any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated by this Agreement, including the Merger Merger, and any such other representations and warranties are hereby expressly disclaimed, and none of Innovate, Merger Sub the Company or their respective its Representatives is relying on any representation or warranty of the Company Radiant or Merger Sub except for those expressly set forth in this Agreement and the Company Radiant Disclosure Schedule of Exceptions and (b) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Innovate, Merger Sub the Company or any of their its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information are the subject of any express representation or warranty set forth in this Agreement or the Company Schedule Radiant Disclosure Schedule. Notwithstanding the foregoing, nothing herein shall be deemed to apply to or limit in any way, the Company’s rights and remedies in the case of Exceptions.fraud. Table of Contents

Appears in 1 contract

Samples: Merger Agreement (Restoration Robotics, Inc.)

No Other Representations or Warranties; Disclaimer of Other Representations and Warranties. Each of Innovate Orion and Merger Sub acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and the Company Schedule of Exceptions (a) the Company is not making and has not made any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated by this Agreement, including the Merger and any such other representations and or warranties are hereby expressly disclaimed, and none of InnovateOrion, Merger Sub or their respective Representatives is relying on any representation or warranty of the Company except for those expressly set forth in this Agreement and Agreement, (b) no Person has been authorized by the Company Schedule of Exceptions to make any representation or warranty relating to the Company or its business, and if made, such representation or warranty must not be relied upon by Orion or Merger Sub as having been authorized by the Company, and (bc) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to InnovateOrion, Merger Sub or any of their Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information are the subject of any express representation or warranty set forth in this Agreement or the Company Schedule of ExceptionsAgreement.

Appears in 1 contract

Samples: Merger Agreement (OvaScience, Inc.)

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