No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Merger Sub or any other person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 11 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Phoenix Companies Inc/De), Agreement and Plan of Merger (Nts, Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges Parent and Merger Sub acknowledge that none of Parentthe Company, Merger Sub the Company Subsidiaries or any other person Person on behalf of Parent or Merger Sub the Company makes any other express or implied representation or warranty in connection with respect to the Transactions, and that neither Parent or nor Merger Sub has relied on any such other representation or with respect to any other information provided to the Companywarranty.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Ares Management LLC), Agreement and Plan of Merger (Cincinnati Bell Inc), Agreement and Plan of Merger (Cincinnati Bell Inc)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVSection 5.2, the Company acknowledges that none of Parent, Merger Sub or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ninetowns Internet Technology Group Co LTD), Agreement and Plan of Merger (Wang Shuang), Agreement and Plan of Merger (Cardinal Health Partners Lp)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVIII or in any certificate delivered by Parent or Merger Sub to the Company in accordance with the terms hereof, the Company acknowledges that none of Parent, Merger Sub or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty in connection with respect to Parent or Merger Sub or with respect to any other information provided to the Companytransactions contemplated by this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Home Loan Servicing Solutions, Ltd.), Agreement and Plan of Merger (New Residential Investment Corp.), Agreement and Plan of Merger (Life Time Fitness, Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVV, the Company acknowledges that none of Parent, Merger Sub or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Omron Corp /Fi), Agreement and Plan of Merger (Adept Technology Inc), Agreement and Plan of Merger (Hospitality Properties Trust)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Merger Sub or nor any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the CompanyCompany in connection with the transactions contemplated hereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Raptor Pharmaceutical Corp), Agreement and Plan of Merger (Horizon Pharma PLC)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVIII, each of Parent and Merger Sub acknowledges that neither the Company acknowledges that none of Parent, Merger Sub or nor any other person on behalf of Parent or Merger Sub the Company makes any other express or implied representation or warranty with respect to Parent or Merger Sub any Group Company or with respect to any other information provided to Parent or Merger Sub in connection with the CompanyTransactions.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Genetron Holdings LTD), Agreement and Plan of Merger (Ossen Innovation Co. Ltd.), Agreement and Plan of Merger (Yao Jinbo)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Merger Sub or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Infrastructure & Energy Alternatives, Inc.), Agreement and Plan of Merger (Red Lion Hotels CORP), Agreement and Plan of Merger (Aleris International, Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Merger Sub 1, Merger Sub 2 or any other person on behalf of Parent or Merger Sub Person makes any other express or implied representation or warranty on behalf of Parent, Merger Sub 1 or Merger Sub 2 with respect to Parent or and its Subsidiaries. Each of Parent, Merger Sub 1 and Merger Sub 2 acknowledges and agrees that except for the representations contained in Article III, neither the Company nor any other Person makes any other express or implied representation or warranty on behalf of the Company with respect to any other information provided to the CompanyCompany and its Subsidiaries.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Centurylink, Inc), Agreement and Plan of Merger (Level 3 Communications Inc)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of the Parent, Merger Sub or any other person Person on behalf of the Parent or Merger Sub makes any other express or implied representation or warranty with respect to the Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SMART Global Holdings, Inc.), Agreement and Plan of Merger (National Financial Partners Corp), Agreement and Plan of Merger (SMART Modular Technologies (WWH), Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVIII, neither the Company acknowledges that none of Parent, Merger Sub or nor any other person on behalf of Parent or Merger Sub Person makes any other express or implied representation or warranty on behalf of the Company with respect to the Company and its Subsidiaries. The Company acknowledges and agrees that except for the representations contained in Article IV, none of Parent, Merger Sub 1, Merger Sub 2 nor any other Person makes any other express or implied representation or warranty on behalf of Parent, Merger Sub 1 or Merger Sub 2 with respect to Parent or Merger Sub or with respect to any other information provided to the Companyand its Subsidiaries.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Centurylink, Inc), Agreement and Plan of Merger (Level 3 Communications Inc)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Merger Sub or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the CompanyCompany in connection with the transactions contemplated hereby. Notwithstanding the foregoing, nothing set forth herein shall limit or otherwise impair the rights of the Company under this Agreement or applicable Law arising out of fraud.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lattice Semiconductor Corp), Acquisition Agreement (Salesforce Com Inc), Acquisition Agreement (ExactTarget, Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVIII, Parent and Merger Sub acknowledge that neither the Company acknowledges that none of Parent, Merger Sub or nor any other person on behalf of Parent or Merger Sub the Company makes any other express or implied representation or warranty with respect to Parent or Merger Sub the Company or with respect to any other information provided to Parent or Merger Sub, including with respect to such other information made available to Parent or Merger Sub in connection with the Companytransactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Toronto Dominion Bank), Agreement and Plan of Merger (Toronto Dominion Bank), Agreement and Plan of Merger (Td Banknorth Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVSection 5.1, each of Parent and Merger Sub acknowledges that neither the Company acknowledges that none of Parent, Merger Sub or nor any other person Person on behalf of Parent or Merger Sub the Company makes any other express or implied representation or warranty with respect to Parent or Merger Sub the Company or with respect to any other information provided to the CompanyParent or Merger Sub.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sterling Venture Partners L P), Agreement and Plan of Merger (Cardinal Health Partners Lp), Agreement and Plan of Merger (Visicu Inc)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none neither of Parent, Parent or Merger Sub or nor any other person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company, including with respect to such other information made available to the Company in connection with the transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Toronto Dominion Bank), Agreement and Plan of Merger (Td Banknorth Inc.), Agreement and Plan of Merger (Toronto Dominion Bank)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges Parent and Merger Sub acknowledge that none of Parentthe Company, Merger Sub the Company Subsidiaries or any other person Person on behalf of Parent or Merger Sub the Company makes any other express or implied representation or warranty in connection with respect to the transactions contemplated hereby, and that neither Parent or nor Merger Sub has relied on any such other representation or with respect to any other information provided to the Companywarranty.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cincinnati Bell Inc), Agreement and Plan of Merger (Hawaiian Telcom Holdco, Inc.), Agreement and Plan of Merger (Cincinnati Bell Inc)
No Other Representations or Warranties. Except for the representations and warranties contained set forth in this Article IV, the Company acknowledges that none of neither Parent, Merger Sub or nor any other person on behalf of Parent or Merger Sub Person makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the CompanyCompany in connection with the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apollo Commercial Real Estate Finance, Inc.), Agreement and Plan of Merger (Apollo Residential Mortgage, Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVIV or in any certificate delivered by Parent or Merger Sub to the Company in accordance with the terms hereof, the Company acknowledges that none of Parent, Merger Sub its Subsidiaries or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty in connection with respect to Parent or Merger Sub or with respect to any other information provided to the Companytransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Community Health Systems Inc), Agreement and Plan of Merger (Health Management Associates, Inc)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of the Parent, Merger Sub or any other person on behalf of the Parent or Merger Sub makes any other express or implied representation or warranty with respect to the Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interactive Data Holdings Corp), Agreement and Plan of Merger (Interactive Data Corp/Ma/)
No Other Representations or Warranties. Except for the representations and warranties contained set forth in this Article IV, the Company acknowledges that none of Parent, Merger Sub, Partnership Merger Sub or any other person on behalf of Parent or Merger Sub Person makes any other express or implied representation or warranty with respect to Parent Parent, Merger Sub or Partnership Merger Sub or with respect to any other information provided to the CompanyCompany and its Subsidiaries in connection with the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Griffin-American Healthcare REIT II, Inc.), Agreement and Plan of Merger (Northstar Realty Finance Corp.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Merger Sub or any other person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the CompanyCompany in connection with the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (V F Corp), Agreement and Plan of Merger (Ecollege Com)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVV, none of the Parent, the Company acknowledges that none of ParentMerger Sub, Merger Sub or any other person Person on behalf of the Parent or the Merger Sub makes any other express or implied representation or warranty with respect to the Parent or Merger Sub any of its Subsidiaries or with respect to any other information provided to the CompanyCompany in connection with the transactions contemplated by this Agreement, including the accuracy, completeness, or timeliness thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agrify Corp), Agreement and Plan of Merger (Nature's Miracle Holding Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Parent and Merger Sub or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided or made available to the Company.
Appears in 2 contracts
Samples: Trust Agreement (Bluegreen Vacations Holding Corp), Trust Agreement (Hilton Grand Vacations Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Merger Sub or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harbin Electric, Inc), Agreement and Plan of Merger (Harbin Electric, Inc)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of neither Parent, Merger Sub or nor any other person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the CompanyCompany in connection with the transactions contemplated hereunder. Parent and Merger Sub each acknowledge that the Company makes no representations or warranties except for the representations and warranties contained in Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (M&t Bank Corp), Agreement and Plan of Merger (Wilmington Trust Corp)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVIII, each of Parent and Merger Sub acknowledges that neither the Company acknowledges that none of Parent, Merger Sub or nor any other person on behalf of Parent or Merger Sub the Company makes any other express or implied representation or warranty with respect to Parent or Merger Sub the Company or with respect to any other information provided to Parent or Merger Sub in connection with the Companytransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (V F Corp), Agreement and Plan of Merger (Timberland Co)
No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article IV, the Company acknowledges that none of Parentneither Parent nor Merger Sub, Merger Sub or nor any other person Person on behalf of Parent or Merger Sub Sub, makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rite Aid Corp), Agreement and Plan of Merger (Walgreens Boots Alliance, Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVIII, each of Parent and Merger Sub acknowledges that neither the Company acknowledges that none of Parent, Merger Sub or nor any other person on behalf of Parent or Merger Sub the Company makes any other express or implied representation or warranty with respect to Parent or Merger Sub the Company or with respect to any other information provided to the CompanyParent or Merger Sub.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Grey Global Group Inc), Agreement and Plan of Merger (WPP Group PLC)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of neither Parent, Merger Sub or nor any other person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Grey Global Group Inc), Agreement and Plan of Merger (WPP Group PLC)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVIV and in any certificate delivered hereunder, the Company acknowledges that none of Parent, Merger Sub or any other person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Continental Building Products, Inc.), Agreement and Plan of Merger (Continental Building Products, Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVSection 4.02, the Company acknowledges that none of Parent, Merger Sub or any other person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the CompanyCompany in connection with the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ihop Corp), Agreement and Plan of Merger (Applebees International Inc)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Merger Sub or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forterra, Inc.), Agreement and Plan of Merger (Foundation Building Materials, Inc.)
No Other Representations or Warranties. (a) Except for the representations and warranties contained made by Parent and Merger Sub in this Article IVV, the Company acknowledges that none of Parent, Merger Sub or any other person Person makes any representations or warranties on behalf of Parent or Merger Sub. Parent and Merger Sub acknowledge that except for the representations and warranties made by the Company in Article IV, none of the Company, any of the Company Subsidiaries or any other Person makes any other express representations or implied representation warranties on behalf of the Company or warranty with respect to Parent or Merger Sub or with respect to any other information provided to of the CompanyCompany Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Usg Corp), Agreement and Plan of Merger (Gebr. Knauf Verwaltungsgesellschaft Kg)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVSection 3.02, the Company acknowledges that none of neither Parent, Merger Sub or nor any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the CompanyCompany or its Representatives.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sparton Corp), Agreement and Plan of Merger (Sparton Corp)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVIV (as modified by the Parent Disclosure Letter) or in any certificate delivered by Parent or Merger Sub to the Company in accordance with the terms hereof, the Company acknowledges that none of Parent, Parent or Merger Sub or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty in connection with respect to Parent or Merger Sub or with respect to any other information provided to the Companytransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Entegris Inc), Agreement and Plan of Merger (Atmi Inc)
No Other Representations or Warranties. (a) Except for the representations and warranties contained made by each of Parent and Merger Sub in this Article IV, the Company acknowledges that none of Parent, Merger Sub or any other person on behalf of Parent or Merger Sub makes makes, and the Company has not relied on, any other express or implied representation or warranty with respect to Parent, Merger Sub, their respective Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and each of Parent or and Merger Sub hereby disclaims any such other representations or with respect to any other information provided to the Companywarranties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Yodlee Inc), Agreement and Plan of Merger (Envestnet, Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Merger Sub or any other person on behalf of Parent or Merger Sub makes makes, and the Parent and Merger Sub disclaim, any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ingram Micro Inc), Agreement and Plan of Merger (Brightpoint Inc)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Merger Sub or any other person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company.Company in connection with the transactions contemplated hereunder. ARTICLE V CONDUCT OF BUSINESS PENDING THE MERGER
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vnu Group B.V.), Agreement and Plan of Merger (Netratings Inc)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV4, the Company acknowledges that none of Parent, Merger Sub or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company. Notwithstanding the foregoing, this Section 4.11 shall not apply to any claim by the Company against Parent or Merger Sub based on fraud or intentional misrepresentation by Parent or its Affiliates or Representatives.
Appears in 1 contract
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVIII, each of Parent and Merger Sub acknowledges that neither the Company acknowledges that none of Parent, Merger Sub or nor any other person on behalf of Parent or Merger Sub the Company makes any other express or implied representation or warranty with respect to Parent or Merger Sub any Group Company or with respect to any other information provided to Parent or Merger Sub in connection with the Company.Transactions. ARTICLE IV
Appears in 1 contract
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, each of Parent and Merger Sub acknowledges that neither the Company acknowledges that none of Parent, Merger Sub or nor any other person Person on behalf of Parent or Merger Sub the Company makes any other express or implied representation or warranty with respect to Parent or Merger Sub the Company or with respect to any other information provided to Parent or Merger Sub in connection with the Companytransactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edelman Financial Group Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of neither Parent, Merger Sub or nor any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marlin Business Services Corp)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVIII or in any certificate delivered by Parent or Merger Sub to the Company in accordance with the terms hereof, the Company acknowledges that none of Parent, Merger Sub or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty in connection with respect to Parent or Merger Sub or with respect to any other information provided to the Companytransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ExamWorks Group, Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, neither Parent nor Merger Sub or nor any other person Person on their behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company. Except for the representations and warranties in this Article III, neither the Company nor any other Person makes any express or implied representation or warranty on behalf of the Company or its Affiliates.
Appears in 1 contract
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVV, the Company acknowledges that none of Parent, Merger Sub or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the CompanyCompany in connection with the Transactions.
Appears in 1 contract
Samples: Investment Agreement and Agreement and Plan of Merger (Pulse Electronics Corp)
No Other Representations or Warranties. Except for the representations and warranties contained expressly made by Parent and Merger Sub in this Article IV, the Company acknowledges that none neither of Parent, Merger Sub or nor any other person on behalf of Parent or Merger Sub Person makes any other express or implied representation or warranty with respect to Parent or Parent, Merger Sub or any of their respective Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to the Company or any of its Affiliates or representatives of any documentation or other information with respect to any other information provided to one or more of the Companyforegoing, and the Company acknowledges the foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rural/Metro Corp /De/)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Merger Sub or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 1 contract
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Merger Sub or any other person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty in this Agreement with respect to Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kinetic Concepts Inc)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of neither Parent, Merger Sub or nor any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TRW Automotive Holdings Corp)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVV or in any certificate delivered by Parent or Merger Sub to the Company in accordance with the terms hereof, the Company acknowledges that none of Parent, Merger Sub or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty in connection with respect to Parent or Merger Sub or with respect to any other information provided to the Companytransactions contemplated by this Agreement.
Appears in 1 contract
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVIV or in any certificate delivered in connection with this Agreement, the Company acknowledges that none of Parent, Merger Sub Subs or any other person Person on behalf of Parent or Merger Sub Subs makes any other express or implied representation or warranty with respect to Parent or Merger Sub Subs or with respect to any other information provided to the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Manning & Napier, Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Merger Sub or any other person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company.. ARTICLE V CONDUCT OF BUSINESS PENDING THE MERGER SECTION 5.1
Appears in 1 contract
Samples: Agreement and Plan of Merger (Neiman Marcus Group Inc)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVIII, each of Parent and Merger Sub acknowledges that neither the Company acknowledges that none of Parent, Merger Sub or nor any other person on behalf of Parent or Merger Sub the Company makes any other express or implied representation or warranty with respect to Parent or Merger Sub any Group Company or with respect to any other information provided to Parent or Merger Sub in connection with the CompanyTransactions, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of its Affiliates or Representatives of any documentation, forecasts, materials or other data with respect to any such information, and Parent and Merger Sub acknowledge the foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Supernova Investment Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVV or in the case of fraud, the Company acknowledges that none of Parent, Merger Sub or any other person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Diamond Resorts International, Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Merger Sub or any other person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the CompanyCompany in connection with the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Noah Education Holdings Ltd.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Merger Sub or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the CompanyCompany in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVV, the Company acknowledges that none of Parent, Merger Sub or any other person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 1 contract
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Merger Sub or any other person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company, including with respect to such other information made available to the Company in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Collegiate Funding Services Inc)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVIII, each of Parent and Merger Sub acknowledges that neither the Company acknowledges that none of Parent, Merger Sub or nor any other person on behalf of Parent or Merger Sub the Company makes any other express or implied representation or warranty with respect to Parent or Merger Sub any Group Company or with respect to any other information provided to Parent or Merger Sub or any of their respective Representatives in connection with the CompanyTransactions, and each of Parent and Merger Sub acknowledges the foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nord Anglia Education, Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Merger Sub or any other person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any 24 other information provided to the CompanyCompany in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of ParentBuyer, Merger Sub or any other person Person on behalf of Parent Buyer or Merger Sub makes any other express or implied representation or warranty with respect to Parent Buyer or Merger Sub or with respect to any other information provided to the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Tire Distributors Holdings, Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Company acknowledges that none of Parent, Merger Sub or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company.
Appears in 1 contract
No Other Representations or Warranties. Except The Company agrees that except for the representations and warranties contained in this Article IVAgreement, the Company acknowledges that or incorporated herein by reference, none of Parent, Merger Sub or any other person Person on their behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the CompanyCompany by or on behalf of Parent or Merger Sub.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mediacom Communications Corp)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVARTICLE V, the Company acknowledges that none of neither Parent, Merger Sub or nor any other person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the CompanyCompany in connection with the transaction contemplated hereunder. Parent and Merger Sub each acknowledge that the Company makes no representations or warranties except for the representations and warranties contained in ARTICLE IV.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Champps Entertainment Inc)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVIV, the Company acknowledges that none of Parent, Merger Sub or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company. Neither Parent nor any other Person will have or be subject to any liability to the Company or any other Person resulting from the distribution to the Company, or the Company’s use of, any such information.
Appears in 1 contract
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVV, the Company acknowledges that none of Parent, Merger Sub or any other person Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the CompanyCompany in connection with the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edelman Financial Group Inc.)
No Other Representations or Warranties. Except for the representations and warranties contained in this Article IVIII, each of Parent and Merger Sub acknowledges that neither the Company acknowledges that none of Parent, Merger Sub or nor any other person Person on behalf of Parent or Merger Sub the Company makes any other express or implied representation or warranty with respect to Parent the Company or Merger Sub or any of its Subsidiaries with respect to any other information provided to Parent or Merger Sub in connection with the CompanyTransactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ameron International Corp)
