Common use of No Other Representations or Warranties; Non-Reliance Clause in Contracts

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent and Merger Sub in this Article VI, neither Parent, Merger Sub nor any other Person makes any express or implied representation or warranty regarding Parent, Merger Sub or any of their Subsidiaries or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Merger Sub expressly disclaim any other representations or warranties and the Company acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and their respective Representatives’ independent investigations, and none of the Company or any of its respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding Parent or Merger Sub or any of their Subsidiaries or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects 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 VI.

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.)

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No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent and Merger Sub the Company in this Article VIV, neither Parent, Merger Sub the Company nor any other Person makes any express or implied representation or warranty regarding Parent, Merger Sub the Company or any of their 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 Parent and Merger Sub the Company expressly disclaim disclaims any other representations or warranties and the Company acknowledges each of Parent and agrees 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 the Company Parent, Merger Sub or any of its their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding Parent or Merger Sub the Company or any of their 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 VI.V.

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 Parent and Merger Sub the Company in this Article VI‎V, neither Parent, Merger Sub the Company nor any other Person makes any express or implied representation or warranty regarding Parent, Merger Sub the Company or any of their 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 Parent and Merger Sub the Company expressly disclaim disclaims any other representations or warranties and the Company acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and their respective Representatives’ independent investigations, and none of the Company Parent, Merger Sub or any of its their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding Parent or Merger Sub the Company or any of their 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 VI.‎V.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Franchise Group, Inc.)

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent and Merger Sub the Investor in this Article VISection 5, neither Parent, Merger Sub the Investor nor any other Person makes any express or implied representation or warranty regarding Parent, Merger Sub the Investor or any of their 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 representatives in connection with this Agreement or the transactions contemplated by this AgreementTransaction, and Parent the Investor and Merger Sub the Company expressly disclaim any other representations or warranties and the Company acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and their respective Representativesrepresentatives’ independent investigations, and none of neither the Company or nor any of its respective Affiliates or its or their respective Representatives representatives has relied on and none are relying on any representations or warranties regarding Parent or Merger Sub the Investor or any of their 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 representatives in connection with this Agreement or the transactions contemplated by this AgreementTransaction, other than the express written representations and warranties expressly set forth in this Article VISection 5 and in any instrument or other document delivered pursuant to this Agreement.

Appears in 1 contract

Samples: Subscription Agreement (Biohaven Pharmaceutical Holding Co Ltd.)

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No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent and Merger Sub the Company in this Article VISection 4, neither Parent, Merger Sub the Company nor any other Person makes any express or implied representation or warranty regarding Parent, Merger Sub the Company or any of their 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 representatives in connection with this Agreement or the transactions contemplated by this AgreementTransaction, and Parent the Company and Merger Sub the Investor expressly disclaim any other representations or warranties and the Company Investor acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and their respective Representativesrepresentatives’ independent investigations, and none of neither the Company or Investor nor any of its respective Affiliates or its or their respective Representatives representatives has relied on and none are relying on any representations or warranties regarding Parent or Merger Sub the Company or any of their 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 representatives in connection with this Agreement or the transactions contemplated by this AgreementTransaction, other than the express written representations and warranties expressly set forth in this Article VISection 4 and in any instrument or other document delivered pursuant to this Agreement.

Appears in 1 contract

Samples: Subscription Agreement (Biohaven Pharmaceutical Holding Co Ltd.)

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