Common use of No Other Representations or Warranties Clause in Contracts

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person makes or has made any representation or warranty to Parent or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent or any of its affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company acknowledges and agrees that neither Parent nor any other person has made or is making any express or implied representation or warranty other than those contained in Article IV.

Appears in 10 contracts

Samples: Merger Agreement (State Bank Financial Corp), Merger Agreement (Cadence Bancorporation), Merger Agreement (RBB Bancorp)

AutoNDA by SimpleDocs

No Other Representations or Warranties. (ai) Except for the representations and warranties made by the Company in this Article IIISection 3.2, neither the Company nor any other person Person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person Person makes or has made any representation or warranty to Parent Purchaser or any of its affiliates Affiliates or representatives with respect to (iA) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (iiB) except for the representations and warranties made by the Company in this Article IIISection 3.2, any oral or written information presented to Parent Purchaser or any of its affiliates Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (bii) The Company hereby acknowledges and agrees that neither Parent Purchaser nor any other person Person has made or is making any express or implied representation or warranty other than those contained in Article IVSection 3.3.

Appears in 7 contracts

Samples: Merger Agreement (First Community Bankshares Inc /Va/), Merger Agreement (SI Financial Group, Inc.), Merger Agreement (Berkshire Hills Bancorp Inc)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person makes or has made any representation or warranty to Parent or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent or any of its affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company acknowledges and agrees that neither Parent nor any other person on behalf of Parent has made or is making making, and the Company has not relied upon, any express or implied representation or warranty other than those contained in Article IV.

Appears in 6 contracts

Samples: Merger Agreement (Old National Bancorp /In/), Merger Agreement (CapStar Financial Holdings, Inc.), Merger Agreement (Franklin Financial Network Inc.)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III3, neither the Company nor any other person Person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person Person makes or has made any representation or warranty to Parent Acquiror or any of its affiliates Affiliates or representatives with respect to to: (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, ; or (ii) except for the representations and warranties made by the Company in this Article III3, any oral or written information presented to Parent Acquiror or any of its affiliates Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company acknowledges and agrees that neither Parent Acquiror nor any other person Person has made or is making any express or implied representation or warranty other than those contained in Article IV4.

Appears in 5 contracts

Samples: Merger Agreement (First Busey Corp /Nv/), Purchase and Assumption Agreement (QCR Holdings Inc), Merger Agreement (First Busey Corp /Nv/)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company Cascade in this Article IIIIV, neither the Company Cascade nor any other person makes any express or implied representation or warranty with respect to the CompanyCascade, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company Cascade hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Cascade nor any other person makes or has made any representation or warranty to Parent Home or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyCascade, any of its Subsidiaries or their respective businesses, businesses or (ii) except for the representations and warranties made by the Company Cascade in this Article IIIIV, any oral or written information presented to Parent Home or any of its affiliates or representatives in the course of their due diligence investigation of the CompanyCascade, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company Cascade acknowledges and agrees that neither Parent Home nor any other person has made or is making any express or implied representation or warranty other than those contained in Article IVIII.

Appears in 4 contracts

Samples: Merger Agreement (Cascade Bancorp), Merger Agreement (Home Federal Bancorp, Inc.), Merger Agreement (Cascade Bancorp)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article IIIV, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person makes or has made any representation or warranty to Parent the SPAC or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article IIIV, any oral or written information presented to Parent or any of its affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company acknowledges and agrees that neither Parent nor any other person has made or is making any express or implied representation or warranty other than those contained in Article IV.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Nukkleus Inc.), Agreement and Plan of Merger (Brilliant Acquisition Corp), Merger Agreement (Nukkleus Inc.)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person makes or has made any representation or warranty to Parent Purchaser or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent Purchaser or any of its affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company acknowledges and agrees that neither Parent Purchaser nor any other person has made or is making any express or implied representation or warranty other than those contained in Article IV. The Company has not relied on any representations and warranties of Purchaser other than the representations and warranties of Purchaser that are expressly set forth in Article IV.

Appears in 3 contracts

Samples: Merger Agreement (People's United Financial, Inc.), Merger Agreement (First Connecticut Bancorp, Inc.), Agreement and Plan of Merger (People's United Financial, Inc.)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person makes or has made any representation or warranty to Parent Purchaser or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent Purchaser or any of its affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) . The Company acknowledges has not relied on any representations and agrees that neither Parent nor any other person has made or is making any express or implied representation or warranty warranties of Purchaser other than those contained the representations and warranties of Purchaser that are expressly set forth in Article IV.

Appears in 2 contracts

Samples: Merger Agreement (People's United Financial, Inc.), Merger Agreement (Suffolk Bancorp)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company Buyer in this Article IIIIV, neither the Company Buyer nor any other person makes any express or implied representation or warranty with respect to the CompanyBuyer, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company Buyer hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Buyer nor any other person makes or has made any representation or warranty to Parent the Company or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyBuyer, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company Buyer in this Article IIIIV, any oral or written information presented to Parent the Company or any of its affiliates or representatives in the course of their due diligence investigation of the CompanyBuyer, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company Buyer acknowledges and agrees that neither Parent Company nor any other person has made or is making any express or implied representation or warranty other than those contained in Article IVIII.

Appears in 2 contracts

Samples: Merger Agreement (DCB Financial Corp), Merger Agreement (First Commonwealth Financial Corp /Pa/)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person Person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions condition (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person Person makes or has made any representation or warranty to Parent or any of its affiliates Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, businesses or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent or any of its affiliates Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company acknowledges and agrees that neither Parent nor any other person Person has made or is making any express or implied representation or warranty other than those contained in Article IVIV of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Center Bancorp Inc), Merger Agreement (ConnectOne Bancorp, Inc.)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person makes or has made any representation or warranty to Parent or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, businesses or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent or any of its affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company acknowledges and agrees that neither Parent nor any other person has made or is making any express or implied representation or warranty with respect to Parent, its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, other than those contained in Article IV.

Appears in 2 contracts

Samples: Merger Agreement (Oceanfirst Financial Corp), Merger Agreement (Oceanfirst Financial Corp)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company LINK in this Article IIIIV, neither the Company LINK nor any other person makes any express or implied representation or warranty with respect to the CompanyLINK, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company LINK hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company LINK nor any other person makes or has made any representation or warranty to Parent LINK or any of its affiliates or representatives with respect to any (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyLINK, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company LINK in this Article IIIIV, any oral or written information presented to Parent LINK or any of its affiliates or representatives in the course of their due diligence investigation of the CompanyLINK, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company LINK acknowledges and agrees that neither Parent Partners nor any other person has made or is making any express or implied representation or warranty with respect to Partners, its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, other than those contained in Article IVIII.

Appears in 2 contracts

Samples: Merger Agreement (LINKBANCORP, Inc.), Merger Agreement (Partners Bancorp)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person makes or has made any representation or warranty to Parent or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent or any of its affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company acknowledges and agrees that neither Parent nor any other person has made or is making any express or implied representation or warranty with respect to Parent, its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, other than those contained in Article IV.

Appears in 2 contracts

Samples: Merger Agreement (Two River Bancorp), Merger Agreement (Oceanfirst Financial Corp)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company First Financial in this Article IIIIV, neither the Company First Financial nor any other person makes any express or implied representation or warranty with respect to the CompanyFirst Financial, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company First Financial hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company First Financial nor any other person makes or has made any representation or warranty to Parent MainSource or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyFirst Financial, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company First Financial in this Article IIIIV, any oral or written information presented to Parent MainSource or any of its affiliates or representatives in the course of their due diligence investigation of the CompanyFirst Financial, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company First Financial acknowledges and agrees that neither Parent MainSource nor any other person has made or is making any express or implied representation or warranty other than those contained in Article IVIII.

Appears in 2 contracts

Samples: Merger Agreement (Mainsource Financial Group), Merger Agreement (First Financial Bancorp /Oh/)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company Parent and Intermediary in this Article IIIIV, neither the Company Parent nor any other person makes any express or implied representation or warranty with respect to the CompanyParent, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Parent nor any other person makes or has made any representation or warranty to Parent the Company or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyParent, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company Parent and Intermediary in this Article IIIIV, any oral or written information presented to Parent the Company or any of its affiliates or representatives in the course of their due diligence investigation of the CompanyParent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company Parent acknowledges and agrees that neither Parent the Company nor any other person has made or is making any express or implied representation or warranty other than those contained in Article IVIII. Parent has not relied on any representations and warranties of the Company other than the representations and warranties of the Company that are expressly set forth in Article III.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mb Financial Inc /Md), Merger Agreement (Fifth Third Bancorp)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person makes or has made any representation or warranty to Parent or any of its affiliates or representatives with respect to any (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent or any of its affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company acknowledges and agrees that neither Parent nor any other person has made or is making any express or implied representation or warranty with respect to Parent, its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, other than those contained in Article IV.

Appears in 2 contracts

Samples: Merger Agreement (Oceanfirst Financial Corp), Merger Agreement (Partners Bancorp)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person makes or has made any representation or warranty to Parent or any of its affiliates or representatives Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective prospect information relating to the Company, any of its Subsidiaries or their respective businesses, businesses or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent or any of its affiliates or representatives Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company acknowledges and agrees that neither Parent nor any other person has made or is making any express or implied representation or warranty other than those contained in Article IV.

Appears in 2 contracts

Samples: Merger Agreement (Keycorp /New/), Merger Agreement (First Niagara Financial Group Inc)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company MainSource in this Article III, neither the Company MainSource nor any other person makes any express or implied representation or warranty with respect to the CompanyMainSource, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company MainSource hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company MainSource nor any other person makes or has made any representation or warranty to Parent First Financial or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyMainSource, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company MainSource in this Article III, any oral or written information presented to Parent First Financial or any of its affiliates or representatives in the course of their due diligence investigation of the CompanyMainSource, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company MainSource acknowledges and agrees that neither Parent First Financial nor any other person has made or is making any express or implied representation or warranty other than those contained in Article IV.

Appears in 2 contracts

Samples: Merger Agreement (Mainsource Financial Group), Merger Agreement (First Financial Bancorp /Oh/)

AutoNDA by SimpleDocs

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company Purchaser in this Article IIIIV, neither the Company Purchaser nor any other person makes any express or implied representation or warranty with respect to the CompanyPurchaser, its Subsidiariessubsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company Purchaser hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Purchaser nor any other person makes or has made any representation or warranty to Parent Company or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective prospect information relating to the CompanyPurchaser, any of its Subsidiaries subsidiaries or their respective businesses, businesses or (ii) except for the representations and warranties made by the Company Purchaser in this Article IIIIV, any oral or written information presented to Parent Company or any of its affiliates or representatives in the course of their due diligence investigation of the CompanyPurchaser, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company acknowledges and agrees that neither Parent nor any other person has made or is making any express or implied representation or warranty other than those contained in Article IV.

Appears in 2 contracts

Samples: Merger Agreement (SWS Group Inc), Merger Agreement (Hilltop Holdings Inc.)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person makes or has made any representation or warranty to Parent Buyer or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent Buyer or any of its affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company acknowledges and agrees that neither Parent Buyer nor any other person has made or is making any express or implied representation or warranty other than those contained in Article IV.

Appears in 2 contracts

Samples: Merger Agreement (DCB Financial Corp), Merger Agreement (First Commonwealth Financial Corp /Pa/)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person makes or has made any representation or warranty to Parent or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, businesses or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent or any of its affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company acknowledges and agrees that neither Parent nor any other person has made or is making any express or implied representation or warranty other than those contained in Article IV.

Appears in 1 contract

Samples: Merger Agreement (Oceanfirst Financial Corp)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company Partners in this Article III, neither the Company Partners nor any other person makes any express or implied representation or warranty with respect to the CompanyPartners, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company Partners hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Partners nor any other person makes or has made any representation or warranty to Parent LINK or any of its affiliates or representatives with respect to any (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyPartners, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company Partners in this Article III, any oral or written information presented to Parent LINK or any of its affiliates or representatives in the course of their due diligence investigation of the CompanyPartners, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company Partners acknowledges and agrees that neither Parent XXXX nor any other person has made or is making any express or implied representation or warranty with respect to LINK, its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, other than those contained in Article IV.

Appears in 1 contract

Samples: Merger Agreement (LINKBANCORP, Inc.)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person Person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person Person makes or has made any representation or warranty to Parent Buyer or any of its affiliates Affiliates or representatives Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent Buyer or any of its affiliates Affiliates or representatives Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company acknowledges and agrees that neither Parent Buyer nor any other person Person has made or is making any express or implied representation or warranty with respect to Buyer, its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, other than those contained in Article IV.

Appears in 1 contract

Samples: Merger Agreement (Lakeland Bancorp Inc)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company Parent in this Article ARTICLE III, neither the Company Parent nor any other person Person makes any express or implied representation or warranty with respect to the CompanyParent, any of its Subsidiariessubsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Parent nor any other person Person makes or has made any representation or warranty to Parent the Company or any of its affiliates or representatives Representatives with respect to to: (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyParent, any of its Subsidiaries subsidiaries or their respective businesses, ; or (ii) except for the representations and warranties made by the Company in this Article ARTICLE III, any oral or written information presented to Parent the Company or any of its affiliates or representatives Representatives in the course of their due diligence investigation of the CompanyParent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company Parent acknowledges and agrees that neither Parent the Company nor any other person Person has made or is making any express or implied representation or warranty other than those contained in Article IVARTICLE II.

Appears in 1 contract

Samples: Merger Agreement (First Mid Illinois Bancshares Inc)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company Parent in this Article ARTICLE III, neither the Company Parent nor any other person Person makes any express or implied representation or warranty with respect to Parent, any of the Company, its Parent Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Parent nor any other person Person makes or has made any representation or warranty to Parent the Company or any of its affiliates or representatives Representatives with respect to to: (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyParent, any of its the Parent Subsidiaries or their respective businesses, ; or (ii) except for the representations and warranties made by the Company in this Article ARTICLE III, any oral or written information presented to Parent the Company or any of its affiliates or representatives Representatives in the course of their due diligence investigation of the CompanyParent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company Parent acknowledges and agrees that neither Parent the Company nor any other person Person has made or is making any express or implied representation or warranty other than those contained in Article IVARTICLE II.

Appears in 1 contract

Samples: Merger Agreement (First Clover Leaf Financial Corp.)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company Provident in this Article IIIIV, neither the Company Provident nor any other person makes any express or implied representation or warranty with respect to the CompanyProvident, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company Provident hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Provident nor any other person makes or has made any representation or warranty to Parent Sterling or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyProvident, any of its Subsidiaries or their respective businesses, businesses or (ii) except for the representations and warranties made by the Company Provident in this Article IIIIV, any oral or written information presented to Parent Sterling or any of its affiliates or representatives in the course of their due diligence investigation of the CompanyProvident, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company Provident acknowledges and agrees that neither Parent Sterling nor any other person has made or is making any express or implied representation or warranty other than those contained in Article IVIII.

Appears in 1 contract

Samples: Merger Agreement (Provident New York Bancorp)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person makes or has made any representation or warranty to Parent or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent or any of its affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company acknowledges and agrees that neither Parent nor any other person has made or is making any express or implied representation or warranty other than those contained in Article IV. The Company has not relied on any representations and warranties of Parent other than the representations and warranties of Parent that are expressly set forth in Article IV.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mb Financial Inc /Md)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person makes or has made any representation or warranty to Parent or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent or any of its affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company acknowledges and agrees that neither Parent nor any other person has made or is making any express or implied representation or warranty with respect to the Parent, its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, other than those contained in Article IV.

Appears in 1 contract

Samples: Merger Agreement (Territorial Bancorp Inc.)

No Other Representations or Warranties. (a) Except for the representations and warranties made by the Company Partners in this Article III, neither the Company Partners nor any other person makes any express or implied representation or warranty with respect to the CompanyPartners, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company Partners hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Partners nor any other person makes or has made any representation or warranty to Parent LINK or any of its affiliates or representatives with respect to any (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyPartners, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by the Company Partners in this Article III, any oral or written information presented to Parent LINK or any of its affiliates or representatives in the course of their due diligence investigation of the CompanyPartners, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company Partners acknowledges and agrees that neither Parent LXXX nor any other person has made or is making any express or implied representation or warranty with respect to LINK, its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, other than those contained in Article IV.

Appears in 1 contract

Samples: Merger Agreement (Partners Bancorp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!