No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by the Company in this Article V, neither the Company nor any other Person makes any express or implied representation or warranty regarding the Company or any of its Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreement, and the Company expressly disclaims any other representations or warranties and each of Parent and Merger Sub acknowledge and agree that it has relied solely on the results of its and its Affiliates’ and their respective Representatives’ independent investigations, and none of Parent, Merger Sub or any of their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Company or any of its Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreement, other than the express written representations and warranties expressly set forth in this Article V.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Voya Financial, Inc.), Agreement and Plan of Merger (Benefitfocus, Inc.), Agreement and Plan of Merger (Benefitfocus, Inc.)
No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by the Company Parent and Merger Sub in this Article VVI, neither the Company Parent, Merger Sub nor any other Person makes any express or implied representation or warranty regarding the Company Parent, Merger Sub or any of its their Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreement, and the Company Parent and Merger Sub expressly disclaims disclaim any other representations or warranties and each of Parent the Company acknowledges and Merger Sub acknowledge and agree agrees that it has relied solely on the results of its and its Affiliates’ and their respective Representatives’ independent investigations, and none of Parent, Merger Sub the Company or any of their its respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Company Parent or Merger Sub or any of its their Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreement, other than the express written representations and warranties expressly set forth in this Article V.VI.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Benefitfocus, Inc.), Agreement and Plan of Merger (Voya Financial, Inc.), Agreement and Plan of Merger (Benefitfocus, Inc.)
No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by the Company Purchaser in this Article VIII, neither the Company Purchaser nor any other Person (including any of its or their respective Representatives) makes any express or implied representation or warranty regarding the Company Purchaser or any of its Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreementhereby, and the Company Purchaser expressly disclaims any other representations or warranties representation and each of Parent warranties. Purchaser acknowledges and Merger Sub acknowledge and agree agrees that it has relied solely on the results of its and its Affiliates’ and its and their respective Representatives’ independent investigations, and none of Parent, Merger Sub or neither Purchaser nor any of their respective its Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Company Symbotic Common Units, the shares of Symbotic Class V-1 Common Stock, the shares of Symbotic Class V-3 Common Stock or the Subject Shares or Symbotic, Symbotic Holdings, Sellers or any of its their respective Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its by Sellers’ or their Affiliates’ and Subsidiaries’ respective Representatives in connection with this Agreement or the transactions contemplated by this Agreementhereby, other than the express written representations and warranties of Seller expressly set forth in this Article V.II.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Ladensohn David A), Stock Purchase Agreement (Cohen Richard B), Stock Purchase Agreement (Softbank Group Corp.)
No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by the Company such Seller in this Article VII, neither the Company such Seller nor any other Person (including any of its or their respective Representatives) makes any express or implied representation or warranty regarding the Company Subject Shares, such Seller, Symbotic, Symbotic Holdings or any of their respective Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated hereby, and such Seller expressly disclaims any other representation and warranties. Such Seller acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and its and their respective Representatives’ independent investigations, and neither such Seller nor any of its Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding Purchaser or its Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or by Purchaser’s or its or their Affiliates’ and Subsidiaries’ respective Representatives in connection with this Agreement or the transactions contemplated by this Agreement, and the Company expressly disclaims any other representations or warranties and each of Parent and Merger Sub acknowledge and agree that it has relied solely on the results of its and its Affiliates’ and their respective Representatives’ independent investigations, and none of Parent, Merger Sub or any of their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Company or any of its Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreementhereby, other than the express written representations and warranties of Purchaser expressly set forth in this Article V.III.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Ladensohn David A), Stock Purchase Agreement (Cohen Richard B), Stock Purchase Agreement (Softbank Group Corp.)
No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by the Company Purchaser in this Article VIII, neither the Company Purchaser nor any other Person (including any of its or their respective Representatives) makes any express or implied representation or warranty regarding the Company Purchaser or any of its Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreementhereby, and the Company Purchaser expressly disclaims any other representations or warranties representation and each of Parent warranties. Purchaser acknowledges and Merger Sub acknowledge and agree agrees that it has relied solely on the results of its and its Affiliates’ and its and their respective Representatives’ independent investigations, and none of Parent, Merger Sub or neither Purchaser nor any of their respective its Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Company Interests, the Company, OpCo, San Francisco Venture, Sellers or any of its their respective Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its by Sellers’ or their Affiliates’ and Subsidiaries’ respective Representatives in connection with this Agreement or the transactions contemplated by this Agreementhereby, other than the express written representations and warranties of Seller expressly set forth in this Article V.II.
Appears in 2 contracts
Samples: Share Purchase Agreement (Levinson Sam), Share Purchase Agreement (Castlelake L.P.)
No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by the Company in this Article VIV and in any certificate delivered pursuant to this Agreement, neither the Company nor any other Person makes any express or implied representation or warranty regarding the Company or any of its Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this AgreementTransactions, and the Company expressly disclaims any other representations or warranties and each warranties. Each of Parent and Merger Sub acknowledge acknowledges, and agree agrees, that it has relied solely on the results of its and its Affiliates’ and their respective Representatives’ independent investigationsinvestigations and the express written representations and warranties made by the Company in this Article IV and in any other certificate or instrument delivered pursuant to this Agreement, and none of Parent, Merger Sub or any of their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Company or any of its Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this AgreementTransactions, other than the express written representations and warranties expressly set forth in this Article V.IV and in any certificate delivered pursuant to this Agreement. The Company acknowledges and agrees with the terms and provisions set forth in Section 5.9.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Textainer Group Holdings LTD)
No Other Representations or Warranties; Non-Reliance. (a) Except for the express written representations and warranties made by the Company Parent and Merger Sub in Articles V and VI of this Article VAgreement and in any certificate delivered pursuant to this Agreement, neither the Company Merger Sub nor any other Person makes any express or implied representation or warranty regarding the Company Merger Sub or any of its Subsidiaries Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this AgreementTransactions, and the Company Merger Sub expressly disclaims any other representations or warranties and each warranties. None of Parent and Merger Sub acknowledge and agree that it has relied solely on the results of Company or its and its Affiliates’ and their respective Representatives’ independent investigations, and none of Parent, Merger Sub or any of their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Company Merger Sub or any of its Subsidiaries Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this AgreementRepresentatives, other than the express written representations and warranties expressly made by Parent and Merger Sub in Articles V and VI of this Agreement and in any certificate delivered pursuant to this Agreement. Xxxxxx Sub acknowledges and agrees with the terms and provisions set forth in this Article V.Section 4.23.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Textainer Group Holdings LTD)
No Other Representations or Warranties; Non-Reliance. (a) Except for the express written representations and warranties made by the Company Public Parent, Parent and Merger Sub in this Article Articles V, VI and VII of this Agreement and in any certificate delivered pursuant to this Agreement, neither the Company Merger Sub nor any other Person makes any express or implied representation or warranty regarding the Company Merger Sub or any of its Subsidiaries Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this AgreementTransactions, and the Company Merger Sub expressly disclaims any other representations or warranties and each warranties. None of Parent and Merger Sub acknowledge and agree that it has relied solely on the results of Company or its and its Affiliates’ and their respective Representatives’ independent investigations, and none of Parent, Merger Sub or any of their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Company Merger Sub or any of its Subsidiaries Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this AgreementRepresentatives, other than the express written representations and warranties expressly set forth made by Public Parent, Parent and Merger Sub in Articles V, VI and VII of this Article V.Agreement and in any certificate delivered pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Triton International LTD)
No Other Representations or Warranties; Non-Reliance. (a) Except for the express written representations and warranties made by the Company Public Parent, Parent and Merger Sub in this Article Articles V, VI and VII of this Agreement and in any certificate delivered pursuant to this Agreement, neither the Company Parent nor any other Person makes any express or implied representation or warranty regarding the Company Parent or any of its Subsidiaries Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this AgreementTransactions, and the Company Parent expressly disclaims any other representations or warranties and each warranties. None of Parent and Merger Sub acknowledge and agree that it has relied solely on the results of Company or its and its Affiliates’ and their respective Representatives’ independent investigations, and none of Parent, Merger Sub or any of their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Company Parent or any of its Subsidiaries Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this AgreementRepresentatives, other than the express written representations and warranties expressly set forth made by Public Parent, Parent and Merger Sub in Articles V, VI and VII of this Article V.Agreement and in any certificate delivered pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Triton International LTD)
No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by the Company such Seller in this Article VII, neither the Company such Seller nor any other Person (including any of its or their respective Representatives) makes any express or implied representation or warranty regarding the Company Company, OpCo, San Fxxxxxxx Venture, the Interests, the Tax Receivable Agreement, such Seller or any of its respective Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated hereby, and such Seller expressly disclaims any other representation and warranties. Such Seller acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and its and their respective Representatives’ independent investigations, and neither such Seller nor any of its Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding Purchaser or its Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or by Purchaser’s or its or their Affiliates’ and Subsidiaries’ respective Representatives in connection with this Agreement or the transactions contemplated by this Agreement, and the Company expressly disclaims any other representations or warranties and each of Parent and Merger Sub acknowledge and agree that it has relied solely on the results of its and its Affiliates’ and their respective Representatives’ independent investigations, and none of Parent, Merger Sub or any of their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Company or any of its Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreementhereby, other than the express written representations and warranties of Purchaser expressly set forth in this Article V.III.
Appears in 1 contract
