No Other Representations. No party is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.
Appears in 5 contracts
Samples: Merger Agreement (Riley Bryant R), Merger Agreement (Rippel Douglas Richard), Merger Agreement (Haverkamp Joseph A)
No Other Representations. No party is making (i) Except for the representations and warranties made in this Section 5.1 or any certificate delivered pursuant to this Agreement, neither the Company nor any other Person makes any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereofhereby, and each party the Company hereby disclaims any such other representations or warranties warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Section 5.1 or any certificate delivered pursuant to this Agreement, neither the Company nor any other Person makes or has made any representation or warranty to Parent or any of its Person or Representatives with respect to (A) any financial projection, forecast, estimate, budget or prospect information relating to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than Company or any of its Subsidiaries or their respective businesses or (B) except for the representations and warranties of SPV and Topco set forth made in this Section 5.1 or any certificate delivered pursuant to this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor oral or written information presented to Parent or any of its Person or Representatives in the course of their respective officersdue diligence investigation of the Company, directorsthe negotiation of this Agreement or in the course of the transactions contemplated hereby.
(ii) Notwithstanding anything contained in this Agreement to the contrary, representatives, agents, advisors (including financial advisors the Company acknowledges and placement agents agrees that neither Parent nor Merger Sub or persons or entities performing similar functions) nor any other person Person has made or entity makes is making, and the Company expressly disclaims reliance upon, any representation representations, warranties or warrantystatements relating to Parent or its Subsidiaries whatsoever, express or implied, beyond those expressly given by Parent in Section 5.2 or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of the any information provided regarding Parent or to be provided Merger Sub furnished or made available to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Company or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeits Representatives. Without limiting the generality of the foregoing, the Rollover Stockholder Company acknowledges and agrees that that, except as expressly provided in Section 5.2 or any certificate delivered pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room Company or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyits Representatives.
Appears in 3 contracts
Samples: Merger Agreement (Ak Steel Holding Corp), Merger Agreement (Cleveland-Cliffs Inc.), Merger Agreement (Cleveland-Cliffs Inc.)
No Other Representations. No party is making (i) Except for the express written representations and warranties made in this Section 4.1 (as qualified by the Amedisys Disclosure Letter and the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to this Agreement, neither Amedisys nor any other person acting on behalf of Amedisys or its subsidiaries makes any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to Amedisys, its subsidiaries, the Amedisys Provider JVs or their respective affiliates, businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereofhereby, and each party Amedisys hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreementwarranties. Without In particular, without limiting the foregoingforegoing disclaimer, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth except as expressly provided in this Section 4.1 or any certificate delivered pursuant to this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) Amedisys nor any other person makes or entity makes has made any representation or warrantywarranty to OPCH or any of its affiliates or representatives with respect to (A) any financial projection, forecast, estimate, budget or prospect information relating to Amedisys or any of its subsidiaries or their respective businesses or (B) except for the express written representations and warranties made in this Section 4.1 (as qualified by the Amedisys Disclosure Letter and the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to this Agreement, any oral or written information presented to OPCH or any of its affiliates or representatives in the course of their due diligence investigation of Amedisys, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
(ii) Notwithstanding anything contained in this Agreement to the contrary, Amedisys acknowledges and agrees that neither OPCH nor Merger Sub or any other person acting on behalf of OPCH or its subsidiaries has made, is making or is authorized to make, and Amedisys expressly disclaims reliance upon, any representations, warranties or statements relating to OPCH or its subsidiaries whatsoever, express or implied, beyond those expressly given by OPCH in writing in Section 4.2 (as qualified by the OPCH Disclosure Letter and the OPCH Filed SEC Documents) or any certificate delivered by or at the direction of OPCH pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of the any information provided regarding OPCH or Merger Sub furnished or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Amedisys or any of their respective officers, directors, its representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the generality of the foregoing, Amedisys acknowledges that, except as expressly provided in Section 4.2 (as qualified by the Rollover Stockholder acknowledges OPCH Disclosure Letter and agrees that the OPCH Filed SEC Documents) or any certificate delivered by or at the direction of OPCH pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room Amedisys or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, its representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.
Appears in 3 contracts
Samples: Merger Agreement (Option Care Health, Inc.), Merger Agreement (Amedisys Inc), Merger Agreement
No Other Representations. No party is making (i) Except for the representations and warranties made in this Section 5.2 or any certificate delivered pursuant to this Agreement, neither Parent nor Merger Sub or any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated hereby, and Parent and Merger Sub hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Section 5.2 or any certificate delivered pursuant to this Agreement, neither Parent nor Merger Sub or any other Person makes or has made any representation or warranty to the Company or any of its Person or Representatives with respect to (A) any kind financial projection, forecast, estimate, budget or nature whatsoever prospect information relating to Parent or any of its Subsidiaries or their respective businesses or (B) except for the representations and warranties made in this Section 5.2 or any certificate delivered pursuant to this Agreement, any oral or written information presented to the Company or any of its Person or Representatives in the course of their due diligence investigation of Parent or Merger Sub, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
(ii) Notwithstanding anything contained in this Agreement to the contrary, Parent and Merger Sub acknowledge and agree that neither the Company nor any other party heretoPerson has made or is making, oral and Parent and Merger Sub expressly disclaim reliance upon, any representations, warranties or writtenstatements relating to the Company or its Subsidiaries whatsoever, express or implied, with respect beyond those expressly given by the Company in Section 5.1 or any certificate delivered pursuant to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims including any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any implied representation or warranty, express or implied, warranty as to the accuracy or completeness of any information regarding the information provided Company furnished or made available to be provided to the Rollover Stockholder by Parent or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Merger Sub or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeRepresentatives. Without limiting the generality of the foregoing, the Rollover Stockholder acknowledges Parent and agrees that Merger Sub acknowledge that, except as expressly provided in Section 5.1 or any certificate delivered pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room Parent, Merger Sub or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyRepresentatives.
Appears in 3 contracts
Samples: Merger Agreement (Cleveland-Cliffs Inc.), Merger Agreement (Ak Steel Holding Corp), Merger Agreement (Cleveland-Cliffs Inc.)
No Other Representations. No party is making (a) Except for the representations and warranties made in this Article IV, or any certificate delivered pursuant to this Agreement, neither GX nor any other Person acting on behalf of GX makes or has made any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to GX or its businesses, operations, assets, liabilities or conditions (financial or otherwise) or prospects, including in respect of information furnished to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth Company in Section 5 hereofany form, and each party GX hereby disclaims any such other representations or warranties warranties. In particular, without limiting the foregoing disclaimer, neither GX nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to the transactions contemplated by this Agreement. Without limiting the foregoing(i) any projection, the Rollover Stockholder understands and agrees thatforecast, other than estimate, budget or prospective financial information relating to GX or its businesses or (ii) except for the representations and warranties of SPV and Topco set forth made in this Article IV or any certificate delivered pursuant to this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their respective officersdue diligence investigation of GX, directorsthe negotiation of this Agreement or in the course of the Transactions.
(b) Notwithstanding anything contained in this Agreement to the contrary, representatives, agents, advisors (including financial advisors GX acknowledges and placement agents agrees that none of the Company or persons or entities performing similar functions) nor any other person Person acting on behalf of the Company has made or entity makes is making, and GX expressly disclaims reliance upon, any representation representations, warranties or warrantystatements relating to the Company, express or implied, beyond those expressly given by GX in Article III or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of any information regarding the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco Company or any other person matter furnished or entity or related made available to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof GX or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeits Representatives. Without limiting the generality of the foregoing, the Rollover Stockholder GX acknowledges and agrees that no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospective financial information or data that may have been made available to the Rollover Stockholder (including in any data room GX or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officersits Representatives, directors, representatives, agents, advisors (including financial advisors and placement agents except as expressly given by the Company in Article III or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement certificate delivered pursuant to which such Person is a partythis Agreement.
Appears in 2 contracts
Samples: Business Combination Agreement (GX Acquisition Corp. II), Business Combination Agreement (Niocorp Developments LTD)
No Other Representations. No party is making (i) Except for the representations and warranties made in this Section 4.1 or any certificate delivered pursuant to this Agreement, neither Raytheon nor any other person makes any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to Raytheon or its subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereofhereby, and each party Raytheon hereby disclaims any such other representations or warranties warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Section 4.1 or any certificate delivered pursuant to this Agreement, neither Raytheon nor any other person makes or has made any representation or warranty to UTC or any of its affiliates or representatives with respect to the transactions contemplated by this Agreement. Without limiting the foregoing(A) any financial projection, the Rollover Stockholder understands and agrees thatforecast, other than estimate, budget or prospect information relating to Raytheon or any of its subsidiaries or their respective businesses or (B) except for the representations and warranties of SPV and Topco set forth made in this Section 4.1 or any certificate delivered pursuant to this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor oral or written information presented to UTC or any of its affiliates or representatives in the course of their respective officersdue diligence investigation of Raytheon, directorsthe negotiation of this Agreement or in the course of the transactions contemplated hereby.
(ii) Notwithstanding anything contained in this Agreement to the contrary, representatives, agents, advisors (including financial advisors Raytheon acknowledges and placement agents agrees that neither UTC nor Merger Sub or persons or entities performing similar functions) nor any other person has made or entity makes is making, and Raytheon expressly disclaims reliance upon, any representation representations, warranties or warrantystatements relating to UTC or its subsidiaries whatsoever, express or implied, beyond those expressly given by UTC in Section 4.2 or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of the any information provided regarding UTC or Merger Sub furnished or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Raytheon or any of their respective officers, directors, its representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the generality of the foregoing, the Rollover Stockholder Raytheon acknowledges and agrees that that, except as expressly provided in Section 4.2 or any certificate delivered pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room Raytheon or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, its representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.
Appears in 2 contracts
Samples: Merger Agreement (United Technologies Corp /De/), Merger Agreement (Raytheon Co/)
No Other Representations. No party Except for the representations and warranties expressly set forth in this Section 3 or in any certificate delivered pursuant to this Agreement to Parent or Purchaser in connection with the consummation of the Transactions, none of the Acquired Entities nor any other Person on behalf of any of them makes or has made any express or implied representation or warranty with respect to the Acquired Entities or their respective businesses or with respect to any other information provided, or made available, to Parent, Purchaser or their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof. The Company acknowledges and agrees that, except for the representations and warranties made by Parent and Purchaser in Section 4 or in any certificate delivered pursuant to this Agreement to the Company in connection with the consummation of the Transactions, none of Parent, Purchaser or any other Person is making or has made any representation or warranty of any kind or nature whatsoever to any other party heretowarranty, oral or written, express expressed or implied, at law or in equity, with respect to or on behalf of Parent, Purchaser or any of their Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the transactions contemplated by reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent, Purchaser or any of their Subsidiaries or any other matter furnished or provided to the Company or made available to the Company or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, Agreement or the Transactions. The Company is not relying upon and each party hereby specifically disclaims that it is relying upon or has relied upon any such other representations or warranties with respect to the transactions contemplated that may have been made by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to hereinPerson, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no Parent, Purchaser and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partywarranties.
Appears in 2 contracts
Samples: Merger Agreement (J2 Global, Inc.), Merger Agreement (Everyday Health, Inc.)
No Other Representations. No It is the explicit intent of each party hereto, and Purchaser expressly acknowledges and agrees, that, in connection with this Agreement, none of Seller nor any of its Affiliates has made, is making or has authorized any Person to make any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or writtenwhatsoever, express or implied, with respect to except those representations and warranties expressly set forth in this Article IV or in the transactions contemplated other Transaction Documents. Except as expressly and specifically set forth in the representations and warranties made by Seller in this Article IV and the representations and warranties in the other Transaction Documents, each of Seller, its Affiliates, and its Representatives expressly disclaims any and all other representations and warranties, whether express or implied, and in entering into this Agreement, except those representations Purchaser expressly made by such party set forth in Section 5 hereof, disclaims reliance on any and each party hereby disclaims any all such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warrantywarranties, express or implied, as including those relating to Seller, the Acquired Companies, the Business, the IP Seller IP or the Transactions, or any of their financial condition, business, operations, results of operations, properties, assets, liabilities or prospects, or any estimate, projection, prediction, data, financial information, teaser, confidential information presentation or any other materials or information provided or addressed to Purchaser, its Affiliates or its and their Representatives, including with respect to the accuracy or completeness of any such information. Except as expressly and specifically set forth in the information provided or to be provided to representations and warranties made solely by Seller in this Article IV and the Rollover Stockholder by or on behalf representations and warranties in the other Transaction Documents, each of SPV or Topco or any other person or entity or related to the transactions contemplated herebySeller, the LLCA or any other document or instrument referred to hereinits Affiliates, and nothing contained in its Representatives has not made, is not making, has not authorized anyone to make and specifically disclaims any other documents statement, representation or instruments provided warranty of merchantability, usage, suitability or statements made by or on behalf of SPV or Topco or fitness for any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made particular purpose with respect to any projections, forecasts, estimates or other information or data made available to assets of the Rollover Stockholder Business (including in the IP Seller IP), any data room or in any presentation) provided or hereafter provided to part thereof, the Rollover Stockholder in connection with its consideration of the transactions contemplated herebyworkmanship thereof, and the Rollover Stockholder agrees absence of any defects therein, whether latent or patent, it being understood that neither SPV or Topco nor any respective Affiliate thereof nor any of such assets are being acquired “as is, where is” on the Closing Date, and in their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partypresent condition.
Appears in 2 contracts
Samples: Transaction Agreement (DOVER Corp), Transaction Agreement (Terex Corp)
No Other Representations. No party is making (i) Except for the express written representations and warranties made in this Section 4.2 (as qualified by the OPCH Disclosure Letter or the OPCH Filed SEC Documents) or any certificate delivered by or at the direction of OPCH pursuant to this Agreement, neither OPCH nor Merger Sub or any other person acting on behalf of OPCH or its subsidiaries makes any express or implied representation or warranty of with respect to OPCH or its subsidiaries or their respective affiliates, businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated hereby, and OPCH and Merger Sub hereby disclaim any kind such other representations or nature whatsoever warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Section 4.2 or any certificate delivered pursuant to this Agreement, neither OPCH nor Merger Sub or any other party heretoperson makes or has made any express or implied representation or warranty to Amedisys or any of its affiliates or representatives with respect to (A) any financial projection, forecast, estimate, budget or prospect information relating to OPCH or any of its subsidiaries or their respective businesses or (B) except for the express written representations and warranties made in this Section 4.2 (as qualified by the OPCH Disclosure Letter or the OPCH Filed SEC Documents) or any certificate delivered by or at the direction of OPCH pursuant to this Agreement, any oral or writtenwritten information presented to Amedisys or any of its affiliates or representatives in the course of their due diligence investigation of OPCH or Merger Sub, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
(ii) Notwithstanding anything contained in this Agreement to the contrary, OPCH and Merger Sub acknowledge and agree that neither Amedisys nor any other person acting on behalf of Amedisys, its subsidiaries or the Amedisys Provider JVs has made, is making, or is authorized to make, and OPCH and Merger Sub expressly disclaim reliance upon, any representations, warranties or statements relating to Amedisys, its subsidiaries or the Amedisys Provider JVs whatsoever, express or implied, with respect beyond those expressly given by Amedisys in writing in Section 4.1 (as qualified by the Amedisys Disclosure Letter or the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims including any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any implied representation or warranty, express or implied, warranty as to the accuracy or completeness of any information regarding Amedisys, its subsidiaries or the information provided Amedisys Provider JVs furnished or made available to be provided to the Rollover Stockholder by OPCH or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Merger Sub or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the generality of the foregoing, OPCH and Merger Sub acknowledge that, except as expressly provided in Section 4.1 (as qualified by the Rollover Stockholder acknowledges Amedisys Disclosure Letter and agrees that the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room OPCH and Merger Sub or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.
Appears in 2 contracts
Samples: Merger Agreement (Amedisys Inc), Merger Agreement (Option Care Health, Inc.)
No Other Representations. No party is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands The Purchaser acknowledges and agrees that, other than the representations and warranties of SPV and Topco except as expressly set forth in this AgreementAgreement or any other Transaction Document, or in any certificate contemplated hereby or thereby and delivered by any Seller Party in connection herewith or therewith, neither SPV, Topco nor any respective Affiliate thereof the Seller Parties nor any of their respective officers, directors, representativesattorneys, agentsfinancial advisors, advisors (including financial advisors and placement agents or persons or entities performing similar functionsother representatives (collectively “Representatives”) nor any other person or entity makes are not making any representation or warrantywarranty whatsoever, express or implied, (i) with respect to the Business, the Acquired Assets, the Excluded Assets, the Assumed Liabilities, the Retained Liabilities, KNE or the transactions contemplated by this Agreement or (ii) as to the accuracy or completeness of any information regarding the information provided Business, the Acquired Assets, the Excluded Assets, the Assumed Liabilities, the Retained Liabilities or to be provided KNE furnished or made available to the Rollover Stockholder Purchaser and its Representatives. Without limiting the generality of the foregoing, the Seller Parties make no express or implied representation or warranty to the Purchaser with respect to: (a) any projections, estimates, forecasts or budgets heretofore delivered to or made available to the Purchaser of future revenues, expenses or expenditures or future results of operations; (b) except as expressly covered by a representation or warranty contained in this Agreement or any other Transaction Document, or in any certificate contemplated hereby or thereby and delivered by any Seller Party in connection herewith or therewith, any other information or documents (financial or otherwise) made available to the Purchaser, any Affiliate thereof or their respective counsel, accountants or advisers, including in certain “data rooms,” management presentations, offering memoranda or in any other form in contemplation of the transactions contemplated by this Agreement and the Transaction Documents; or (c) merchantability or fitness for a particular purpose. With respect to any projection, estimate, forecast or budget of future revenues, expenses or expenditures or future results of operations delivered by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated herebySeller Parties, the LLCA or any other document or instrument referred Purchaser acknowledges that: (w) there are uncertainties inherent in attempting to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any make such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecastsestimates, estimates forecasts or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.budgets;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Kensey Nash Corp), Asset Purchase Agreement (Spectranetics Corp)
No Other Representations. No party is making (i) Except for the representations and warranties made in this Section 4.2 or any certificate delivered pursuant to this Agreement, neither Rubicon Project nor Merger Sub or any other Person makes any express or implied representation or warranty with respect to Rubicon Project or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated hereby, and Rubicon Project and Merger Sub hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Section 4.2 or any certificate delivered pursuant to this Agreement, neither Rubicon Project nor Merger Sub or any other Person makes or has made any representation or warranty to Telaria or any of its affiliates or representatives with respect to (A) any kind financial projection, forecast, estimate, budget or nature whatsoever similar prospective information relating to Rubicon Project or any of its Subsidiaries or their respective businesses or (B) except for the representations and warranties made in this Section 4.2 or any certificate delivered pursuant to this Agreement, any oral or written information presented or made available (including in any “data room”) to Telaria or any of its Affiliates or representatives in the course of their due diligence investigation of Rubicon Project or Merger Sub, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
(ii) Notwithstanding anything contained in this Agreement to the contrary, Rubicon Project and Merger Sub acknowledge and agree that neither Telaria nor any other party heretoPerson has made or is making, oral and Rubicon Project and Merger Sub expressly disclaim reliance upon, any representations, warranties or writtenstatements relating to Telaria or its Subsidiaries whatsoever, express or implied, with respect beyond those expressly given by Telaria in Section 4.1 or any certificate delivered pursuant to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims including any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any implied representation or warranty, express or implied, warranty as to the accuracy or completeness of the any information provided regarding Telaria furnished or made available to be provided to the Rollover Stockholder by Rubicon Project or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Merger Sub or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the generality of the foregoing, the Rollover Stockholder acknowledges Rubicon Project and agrees that Merger Sub acknowledge that, except as expressly provided in Section 4.1 or any certificate delivered pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other similar prospective information or data that may have been made available to the Rollover Stockholder (including in any data room Rubicon Project, Merger Sub or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.
Appears in 2 contracts
Samples: Merger Agreement (Telaria, Inc.), Merger Agreement (Rubicon Project, Inc.)
No Other Representations. No party is making (i) Except for the representations and warranties made in this Section 4.2 or any certificate delivered pursuant to this Agreement, neither UTC nor Merger Sub or any other person makes any express or implied representation or warranty with respect to UTC or its subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated hereby, or in connection with the Separation or the Distributions, and UTC and Merger Sub hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Section 4.2 or any certificate delivered pursuant to this Agreement, neither UTC nor Merger Sub or any other person makes or has made any representation or warranty to Raytheon or any of its affiliates or representatives with respect to (A) any kind financial projection, forecast, estimate, budget or nature whatsoever prospect information relating to UTC or any of its subsidiaries or their respective businesses or (B) except for the representations and warranties made in this Section 4.2 or any certificate delivered pursuant to this Agreement, any oral or written information presented to Raytheon or any of its affiliates or representatives in the course of their due diligence investigation of UTC or Merger Sub, the negotiation of this Agreement or in the course of the transactions contemplated hereby, or in connection with the Separation or the Distributions.
(ii) Notwithstanding anything contained in this Agreement to the contrary, UTC and Merger Sub acknowledge and agree that neither Raytheon nor any other party heretoperson has made or is making, oral and UTC and Merger Sub expressly disclaim reliance upon, any representations, warranties or writtenstatements relating to Raytheon or its subsidiaries whatsoever, express or implied, with respect beyond those expressly given by Raytheon in Section 4.1 or any certificate delivered pursuant to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims including any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any implied representation or warranty, express or implied, warranty as to the accuracy or completeness of the any information provided regarding Raytheon furnished or made available to be provided to the Rollover Stockholder by UTC or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Merger Sub or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the generality of the foregoing, the Rollover Stockholder acknowledges UTC and agrees that Merger Sub acknowledge that, except as expressly provided in Section 4.1 or any certificate delivered pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room UTC, Merger Sub or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.
Appears in 2 contracts
Samples: Merger Agreement (United Technologies Corp /De/), Merger Agreement (Raytheon Co/)
No Other Representations. No party is making (i) Except for the express written representations and warranties made in this Section 4.1 (as qualified by the Amedisys Disclosure Letter and the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to this Agreement, neither Amedisys nor any other person acting on behalf of Amedisys or its subsidiaries makes any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to Amedisys, its subsidiaries, the Amedisys Provider JVs or their respective affiliates, businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereofhereby, and each party Amedisys hereby disclaims any such other representations or warranties warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Section 4.1 or any certificate delivered pursuant to this Agreement, neither Amedisys nor any other person makes or has made any representation or warranty to Parent or any of its affiliates or representatives with respect to (A) any financial projection, forecast, estimate, budget or prospect information relating to Amedisys or any of its subsidiaries or their respective businesses or (B) except for the express written representations and warranties made in this Section 4.1 (as qualified by the Amedisys Disclosure Letter and the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to this Agreement, any oral or written information presented to Parent or any of its affiliates or representatives in the course of their due diligence investigation of Amedisys, the negotiation of this Agreement or in the course of the transactions contemplated hereby; provided, however, that notwithstanding the foregoing provisions of this Section 4.1(y)(i), nothing in this Section 4.1(y)(i) shall limit Parent’s or Merger Sub’s remedies with respect to claims of actual fraud or Willful Breach in connection with, arising out of or related to this Agreement and the transactions contemplated by this Agreement or any instrument or other document delivered pursuant to this Agreement. Without limiting .
(ii) Notwithstanding anything contained in this Agreement to the foregoingcontrary, the Rollover Stockholder understands Amedisys acknowledges and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, that neither SPV, Topco Parent nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Merger Sub or persons or entities performing similar functions) nor any other person acting on behalf of Parent or entity makes its subsidiaries has made, is making or is authorized to make, and Amedisys expressly disclaims reliance upon, any representation representations, warranties or warrantystatements relating to Parent or its subsidiaries whatsoever, express or implied, beyond those expressly given by Parent in writing in Section 4.2 (as qualified by the Parent Filed SEC Documents) or any certificate delivered by or at the direction of Parent pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of the any information provided regarding Parent or Merger Sub furnished or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Amedisys or any of their respective officers, directors, its representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the generality of the foregoing, Amedisys acknowledges that, except as expressly provided in Section 4.2 (as qualified by the Rollover Stockholder acknowledges and agrees that Parent Filed SEC Documents) or any certificate delivered by or at the direction of Parent pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room Amedisys or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, its representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.
Appears in 2 contracts
No Other Representations. No party is making (i) Except for the representations and warranties made in this Section 4.1 or any certificate delivered pursuant to this Agreement, neither Telaria nor any other Person makes any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to Telaria or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereofhereby, and each party Telaria hereby disclaims any such other representations or warranties warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Section 4.1 or any certificate delivered pursuant to this Agreement, neither Telaria nor any other Person makes or has made any representation or warranty to Rubicon Project or any of its affiliates or representatives with respect to the transactions contemplated by this Agreement. Without limiting the foregoing(A) any financial projection, the Rollover Stockholder understands and agrees thatforecast, other than estimate, budget or similar prospective information relating to Telaria or any of its Subsidiaries or their respective businesses or (B) except for the representations and warranties of SPV and Topco set forth made in this Section 4.1 or any certificate delivered pursuant to this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor oral or written information presented or made available (including in any “data room”) to Rubicon Project or any of its Affiliates or representatives in the course of their respective officersdue diligence investigation of Telaria, directorsthe negotiation of this Agreement or in the course of the transactions contemplated hereby.
(ii) Notwithstanding anything contained in this Agreement to the contrary, representatives, agents, advisors (including financial advisors Telaria acknowledges and placement agents agrees that neither Rubicon Project nor Merger Sub or persons or entities performing similar functions) nor any other person Person has made or entity makes is making, and Telaria expressly disclaims reliance upon, any representation representations, warranties or warrantystatements relating to Rubicon Project or its Subsidiaries whatsoever, express or implied, beyond those expressly given by Rubicon Project in Section 4.2 or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of the any information provided regarding Rubicon Project or Merger Sub furnished or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Telaria or any of their respective officers, directors, its representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the generality of the foregoing, the Rollover Stockholder Telaria acknowledges and agrees that that, except as expressly provided in Section 4.2 or any certificate delivered pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other similar prospective information or data that may have been made available to the Rollover Stockholder (including in any data room Telaria or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, its representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.
Appears in 2 contracts
Samples: Merger Agreement (Telaria, Inc.), Merger Agreement (Rubicon Project, Inc.)
No Other Representations. No party is making Except as otherwise expressly set forth in Section 16, Seller acknowledges and agrees that none of OpCo Purchaser or any representation of its Affiliates or warranty any other Person, makes, or shall be deemed to have made by or on behalf of OpCo Purchaser any representations or warranties of any kind or nature whatsoever to any other party hereto, oral or writtennature, express or implied, at Law or in equity, in connection with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims including any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or budgets of future revenues, future results of operations or future financial condition (or any component thereof) of OpCo Purchaser or any of its Affiliates, and Seller (on behalf of itself and the Selling Entities) hereby expressly disclaims reliance upon any such representation or warranty, whether by or on behalf of OpCo Purchaser, any of its Affiliates or any other Person and notwithstanding the delivery or disclosure to Seller or its Affiliates, Representatives, Related Parties or any other Person of any documentation or other information by OpCo Purchaser, any of its Affiliates or data Representatives or any other Person with respect to any of the foregoing. Except as otherwise expressly set forth in Section 17, Seller acknowledges and agrees that none of PropCo Purchaser or any of its Affiliates or any other Person, makes, or shall be deemed to have made available to the Rollover Stockholder (including in by or on behalf of PropCo Purchaser any data room representations or warranties of any kind or nature, express or implied, at Law or in any presentation) provided or hereafter provided to the Rollover Stockholder equity, in connection with its consideration of the transactions contemplated herebyby this Agreement, including any representations or warranties with respect to any projections, forecasts, estimates or budgets of future revenues, future results of operations or future financial condition (or any component thereof) of PropCo Purchaser or any of its Affiliates, and Seller (on behalf of itself and the Rollover Stockholder agrees that neither SPV Selling Entities) hereby expressly disclaims reliance upon any such representation or Topco nor any respective Affiliate thereof nor warranty, whether by or on behalf of PropCo Purchaser, any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents its Affiliates or persons or entities performing similar functions) nor any other person Person and notwithstanding the delivery or entity shall have disclosure to Seller or its Affiliates, Representatives, Related Parties or any liability other Person of any documentation or other information by PropCo Purchaser, any of its Affiliates or Representatives or any other Person with respect theretoto any of the foregoing. For the avoidance of doubt, nothing herein the foregoing shall not operate to limit or invalidate any representations representation or warranties made warranty contained in any other agreement to which such Person is a partyAncillary Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Las Vegas Sands Corp), Purchase and Sale Agreement (Vici Properties Inc.)
No Other Representations. No party Notwithstanding anything to the contrary in this Agreement, the Purchaser acknowledges and agrees that neither the Company, Seller nor any other person is making any representation representations or warranty of any kind or nature whatsoever to any other party hereto, oral or writtenwarranties whatsoever, express or implied, at law or in equity, beyond those expressly given by the Company or the Sellers in the data room to which the Purchaser has been provided access or any Seller in Article 4, and the Purchaser is not relying on any other representations or warranties not expressly made by the Company or any Seller in the data room and Article 4 and hereby disclaims reliance on any other such representations or warranties, including with respect to the transactions contemplated accuracy and completeness thereof. The Purchaser is not relying on any representation, warranty, agreement, statement, document, record, report, projection, material, or information made or provided by this Agreement, the Sellers or any of their Affiliates or representatives except those representations as expressly made by such party set forth in Section 5 hereofthe data room, Article 4 of this Agreement and each party hereby disclaims any such other representations or warranties with respect to agreement dated the transactions contemplated by this AgreementClosing Date between the Purchaser and the Sellers. Without limiting the foregoing, the Rollover Stockholder understands The Purchaser further acknowledges and agrees that, other than except for the representations and warranties contained in Article 4 of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor none of the Sellers or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes Affiliates has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Sellers except to the extent that the information provided or in the data room is deemed to be provided to an express or implied representation or warranty, the Rollover Stockholder by Company or on behalf of SPV the Business, or Topco or any other person or entity or related to the transactions contemplated hereby, or as to habitability, merchantability, or fitness for any particular purpose of any assets, the LLCA nature or extent of any liabilities, the prospects of the Business, or the effectiveness or the success of any operations, and none of the Sellers, the Company, any of their Affiliates, or any other document Person will have or instrument referred be subject to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco Liability to the Purchaser or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyperson.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Giga Tronics Inc), Stock Purchase Agreement (DPW Holdings, Inc.)
No Other Representations. No party is making (a) Except for the representations and warranties made in this Article III, or any certificate delivered pursuant to this Agreement, neither the Company nor any other Person acting on behalf of the Company or the Company Subsidiaries makes or has made any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this AgreementCompany or the Company Subsidiaries or their respective businesses, except those representations expressly operations, assets, liabilities or conditions (financial or otherwise) or prospects, including in respect of information furnished or provided to GX or made by such party set forth available to GX in Section 5 hereofthe VDR, management presentations or in any other form, and each party the Company hereby disclaims any such other representations or warranties warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to GX or any of its Affiliates or Representatives with respect to (i) any projection, forecast, estimate, budget or prospective financial information relating to the transactions contemplated by this Agreement. Without limiting Company or any of the foregoing, the Rollover Stockholder understands and agrees that, other than Company Subsidiaries or their respective businesses or (ii) except for the representations and warranties of SPV and Topco set forth made in this Article III or any certificate delivered pursuant to this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor oral or written information presented to GX or any of its Affiliates or Representatives in the course of their respective officersdue diligence investigation of the Company, directorsthe negotiation of this Agreement or in the course of the Transactions.
(b) Notwithstanding anything contained in this Agreement to the contrary, representatives, agents, advisors (including financial advisors the Company acknowledges and placement agents agrees that none of GX or persons or entities performing similar functions) nor any other person acting on behalf of GX has made or entity makes is making, and the Company expressly disclaims reliance upon, any representation representations, warranties or warrantystatements relating to GX, express or implied, beyond those expressly given by GX in Article IV or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of the any information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco regarding GX or any other person matter furnished or entity or related made available to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Company or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeits Representatives. Without limiting the generality of the foregoing, the Rollover Stockholder Company acknowledges and agrees that no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospective financial information or data that may have been made available to the Rollover Stockholder (including in any data room Company or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officersits Representatives, directors, representatives, agents, advisors (including financial advisors and placement agents except as expressly given by GX in Article IV or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement certificate delivered pursuant to which such Person is a partythis Agreement.
Appears in 2 contracts
Samples: Business Combination Agreement (GX Acquisition Corp. II), Business Combination Agreement (Niocorp Developments LTD)
No Other Representations. No party is making (i) Except for the express written representations and warranties made in this Section 4.2 (as qualified by the OPCH Disclosure Letter or the OPCH Filed SEC Documents) or any certificate delivered by or at the direction of OPCH pursuant to this Agreement, neither OPCH nor Merger Sub or any other person acting on behalf of OPCH or its subsidiaries makes any express or implied representation or warranty of with respect to OPCH or its subsidiaries or their respective affiliates, businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated hereby, and OPCH and Merger Sub hereby disclaim any kind such other representations or nature whatsoever warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Section 4.2 or any certificate delivered pursuant to this Agreement, neither OPCH nor Merger Sub or any other party heretoperson makes or has made any express or implied representation or warranty to Amedisys or any of its affiliates or representatives with respect to (A) any financial projection, forecast, estimate, budget or prospect information relating to OPCH or any of its subsidiaries or their respective businesses or (B) except for the express written representations and warranties made in this Section 4.2 (as qualified by the OPCH Disclosure Letter or the OPCH Filed SEC Documents) or any certificate delivered by or at the direction of OPCH pursuant to this Agreement, any oral or writtenwritten information presented to Amedisys or any of its affiliates or representatives in the course of their due diligence investigation of OPCH or Merger Sub, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
(ii) Notwithstanding anything contained in this Agreement to the contrary, OPCH and Xxxxxx Sub acknowledge and agree that neither Amedisys nor any other person acting on behalf of Amedisys, its subsidiaries or the Amedisys Provider JVs has made, is making, or is authorized to make, and OPCH and Merger Sub expressly disclaim reliance upon, any representations, warranties or statements relating to Amedisys, its subsidiaries or the Amedisys Provider JVs whatsoever, express or implied, with respect beyond those expressly given by Amedisys in writing in Section 4.1 (as qualified by the Amedisys Disclosure Letter or the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims including any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any implied representation or warranty, express or implied, warranty as to the accuracy or completeness of any information regarding Amedisys, its subsidiaries or the information provided Amedisys Provider JVs furnished or made available to be provided to the Rollover Stockholder by OPCH or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Merger Sub or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the generality of the foregoing, OPCH and Merger Sub acknowledge that, except as expressly provided in Section 4.1 (as qualified by the Rollover Stockholder acknowledges Amedisys Disclosure Letter and agrees that the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room OPCH and Merger Sub or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.
Appears in 1 contract
Samples: Merger Agreement
No Other Representations. No party is making any representation or warranty (a) Each of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, Buyer and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands Buyer Sub acknowledges and agrees that, other than except for the representations and warranties of SPV and Topco expressly set forth in this AgreementArticle III, neither SPVthe certificates delivered pursuant to Section 6.2(e)(iii) and the Ancillary Documents, Topco nor any as applicable: (i) none of the Company, Seller, Parent, their respective Affiliate thereof nor Affiliates or any of their respective officersstockholders, directors, representatives, agents, advisors (including financial advisors and placement agents or controlling persons or entities performing similar functions) nor any other person or entity makes Representatives has made any representation or warranty, express or implied, written or oral, at Law or in equity in connection with this Agreement, the Ancillary Documents or the Transactions and (ii) no Person has been authorized by the Company, Seller, Parent, their respective Affiliates or any of their respective stockholders, controlling persons or Representatives to make any such representation or warranty, and if made, such representation or warranty must not be relied upon by Buyer or any of its Affiliates or Representatives (or any other Person) as having been authorized by the Company, Seller, Parent, their respective Affiliates or any of their respective stockholders, controlling persons or Representatives (or any other Person).
(b) Each of Buyer and Xxxxx Sub acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III, the certificates delivered pursuant to Section 6.2(e)(iii) and the Ancillary Documents, as applicable, it is not acting (including, as applicable, by entering into this Agreement or the Ancillary Documents or consummating the Transactions) in reliance on, and hereby disclaims reliance on, (i) any representation or warranty, express or implied, written or oral, (ii) information (including any statement, document or agreement delivered pursuant to this Agreement), projections, forecasts or other materials provided by or on behalf of the Company, Seller, Parent, their respective Affiliates or any of their respective stockholders, controlling persons or representatives or otherwise made available to Buyer or any of its Affiliates or stockholders, controlling persons or Representatives or (iii) the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit in this Section 4.11 precludes any representations claim or warranties made in any other agreement to which such Person is a partyremedy based on Fraud.
Appears in 1 contract
Samples: Share Purchase Agreement (Take Two Interactive Software Inc)
No Other Representations. No party is making (a) Except for the express representations and warranties made by the Sellers in this Article IV, none of the Sellers, the Company, any representation Subsidiary of the Company, any of their respective Affiliates or warranty any other Person acting on behalf of any kind of the foregoing Persons has made or nature whatsoever to makes any other party heretorepresentations or warranties, oral whether written or writtenoral, express or implied, with respect to the transactions contemplated by this Agreementhereby, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations the Company or warranties its Subsidiaries including with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officersbusinesses, directorsoperations, representativesassets, agentsliabilities, advisors condition (including financial advisors or otherwise), projections, forecasts or prospects, whether or not included in the data room or any management presentation (formal or informal), or the negotiation, execution, delivery or performance by the Sellers of this Agreement and placement agents the Sellers hereby disclaim any such other alleged representations or persons warranties.
(b) Each of the Sellers acknowledges that except for the express representations and warranties made by the Buyers in Article V, neither of the Buyers, any of their respective Affiliates or entities performing similar functions) nor any other person Person acting on behalf of any of the foregoing Persons has made or entity makes any representation representations or warrantywarranties, whether written or oral, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related with respect to the transactions contemplated hereby, the LLCA or any other document or instrument referred Buyers including with respect to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officersbusinesses, directorsoperations, representativesassets, agentsliabilities, advisors condition (including financial advisors or otherwise), projections, forecasts or prospects, or the negotiation, execution, delivery or performance by the Buyers of this Agreement and placement agents or persons or entities performing similar functions) or any other person or entity that the Buyers disclaim any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no other alleged representations or warranties of any kind have been or will be made with respect to any projectionswarranties. Neither the Buyers, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) Affiliates nor any other person or entity Person acting on behalf of any of the foregoing Persons shall have be subject to any liability with respect thereto. For to either the avoidance Sellers or any other Person resulting from the Buyers, any of doubttheir respective Affiliates or any other Person acting on behalf of any of the foregoing Persons making available to either the Sellers or to any of their respective representatives or Affiliates, nothing herein shall limit and any representations such Person’s use of, any information, documents or warranties material made available to any of the foregoing in any other agreement to which such Person is a partyform in connection with the transactions contemplated by this Agreement except as expressly provided for in this Agreement or in the case of intentional breach or intentional fraud.
Appears in 1 contract
Samples: Share Purchase Agreement (Centaur Guernsey L.P. Inc.)
No Other Representations. No party is making (a) Except for the representations and warranties made in this Article IV or any certificate delivered pursuant to this Agreement, none of the Eros Parties or any other Person makes any express or implied representation or warranty with respect to the Eros Parties or their Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated hereby, and the Eros Parties hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Article IV or any certificate delivered pursuant to this Agreement, none of the Eros Parties or any other Person makes or has made any representation or warranty to STX or any of its Affiliates or Representatives with respect to (i) any kind financial projection, forecast, estimate, budget or nature whatsoever similar prospective information relating to Eros or any of its Subsidiaries or their respective businesses or (ii) except for the representations and warranties made in this Article IV or any certificate delivered pursuant to this Agreement, any oral or written information presented or made available (including in any “data room”) to STX, its Subsidiaries or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Eros Parties, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
(b) Notwithstanding anything contained in this Agreement to the contrary, the Eros Parties acknowledge and agree that neither STX nor any other party heretoPerson has made or is making, oral and the Eros Parties expressly disclaim reliance upon, any representations, warranties or writtenstatements relating to STX or its Subsidiaries whatsoever, express or implied, with respect beyond those expressly given by STX in Article III or any certificate delivered pursuant to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims including any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any implied representation or warranty, express or implied, warranty as to the accuracy or completeness of the any information provided regarding STX furnished or to be provided made available to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Eros Parties or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeRepresentatives. Without limiting the generality of the foregoing, the Rollover Stockholder acknowledges and agrees that Eros Parties acknowledge that, except as expressly provided in Article III or any certificate delivered pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other similar prospective information or data that may have been made available to the Rollover Stockholder (including in any data room Eros Parties or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyRepresentatives.
Appears in 1 contract
No Other Representations. No party Notwithstanding anything contained in this Agreement to the contrary, the Company and the Sellers acknowledge and agree that none of the Purchaser or any other Purchaser Related Party or any other Person is making any representation representations or warranty of any kind or nature whatsoever to any other party hereto, oral or writtenwarranties whatsoever, express or implied, with respect to the transactions contemplated by this Agreement, except beyond those representations expressly made in Article VI (as modified by such party set forth in Section 5 hereof, the Purchaser Disclosure Schedule) and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this AgreementRelated Documents. Without limiting The Company and the foregoing, the Rollover Stockholder understands Sellers further acknowledge and agrees that, other than agree that (i) the representations and warranties of SPV the Purchaser in Article VI (as modified by the Purchaser Disclosure Schedule) and Topco set forth the Related Documents constitute the sole and exclusive representations and warranties made to the Company and the Sellers in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any connection with the Transactions; (ii) none of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents the Purchaser or persons or entities performing similar functions) nor any other person Purchaser Related Party or entity makes any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of the any information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated herebyregarding Parent, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Purchaser or any of their respective officersSubsidiaries, directorsor the Transaction, representativesbeyond those expressly set forth in this Agreement in Article VI (as modified by the Purchaser Disclosure Schedule) or the Related Documents; and (iii) except as expressly covered in Article VI or in the Related Documents, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) none of the Purchaser or any other person Purchaser Related Party or entity that any other Person will have or be subject to any liability to the Sellers, the Company or any other Person resulting from the distribution to the Sellers or their respective representatives or the Sellers’ use of any such information, including (A) any confidential information is accurate memoranda and/or management presentations (including responses to any questions, whether oral or complete. Without limiting written) distributed on behalf of the foregoingPurchaser or any of its Affiliates relating to Parent, the Rollover Stockholder acknowledges and agrees that no representations Purchaser or warranties any of their respective Subsidiaries or other publications or data room information provided to the Sellers or their respective representatives, or any kind have been other document, information or will be projection in any form provided to the Sellers or their respective representatives in connection with the Transaction; (B) the pro-forma financial information, projections or other forward-looking statements of Parent, the Purchaser or any of their respective Subsidiaries; (C) any information delivered or made with respect available pursuant to the Confidentiality Agreement; or (D) any projections, forecasts, estimates or other information or data documents made available to the Rollover Stockholder (including in any data room Sellers, the Company or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Affiliates or persons or entities performing similar functions) nor any other person or entity shall have any liability representatives with respect theretoto Parent, the Purchaser and their respective Subsidiaries in any online data room established by the Purchaser or its Affiliates, in each case in expectation or furtherance of the Transactions. For Notwithstanding anything the avoidance of doubtforegoing, nothing herein in this Section 5.19 shall limit any representations or warranties made in any other agreement to which such Person is a party.Purchaser Related Party’s liability for Fraud. ARTICLE VI
Appears in 1 contract
No Other Representations. No party is making Except for the representations and warranties expressly set forth in this Article III (as qualified by the Gatos Disclosure Letter and the Gatos SEC Documents), none of Gatos, any of its affiliates or any other Person makes any express or implied representation or warranty (and there is and has been no reliance by First Majestic or Merger Sub or any of their respective Representatives or affiliates on any kind such representation or nature whatsoever warranty) with respect to Gatos, any of the Gatos Subsidiaries or their respective businesses or with respect to any other party heretoinformation provided, oral or writtenmade available, express to First Majestic or impliedMerger Sub or their respective Representatives or affiliates in connection with the Transactions, with respect to including the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations accuracy or warranties with respect to the transactions contemplated by this Agreementcompleteness thereof. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) Gatos nor any other person Person will have or entity makes be subject to any representation liability or warrantyother obligation to First Majestic, express Merger Sub or impliedtheir respective Representatives or affiliates or any other Person resulting from First Majestic’s, as Merger Sub’s or their respective Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to First Majestic, Merger Sub or their respective Representatives or affiliates, including any information made available in management or other presentations or in the accuracy electronic or completeness of the information provided or to be provided to the Rollover Stockholder other data rooms maintained by or on behalf of SPV Gatos or Topco its Representatives in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Gatos Disclosure Letter and the Gatos SEC Documents). Except for the representations and warranties expressly set forth in Article IV (as qualified by the First Majestic Disclosure Letter and First Majestic SEDAR+ Documents), Gatos acknowledges and agrees that none of First Majestic, Merger Sub or any other person makes any express or entity implied representation or related warranty with respect to the transactions contemplated herebyFirst Majestic, the LLCA Merger Sub or their respective affiliates or with respect to any other information provided to Gatos or any other document of its affiliates or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made its representatives by or on behalf of SPV First Majestic, Merger Sub or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder affiliates in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect theretoTransactions. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.ARTICLE IV
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Majestic Silver Corp)
No Other Representations. No party is making (a) Except for the representations and warranties made in this Article III or any certificate delivered pursuant to this Agreement, neither STX nor any other Person makes any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to STX or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereofhereby, and each party STX hereby disclaims any such other representations or warranties warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Article III or any certificate delivered pursuant to this Agreement, neither STX nor any other Person makes or has made any representation or warranty to Eros, its Subsidiaries or any of their respective Affiliates or Representatives with respect to the transactions contemplated by this Agreement. Without limiting the foregoing(i) any financial projection, the Rollover Stockholder understands and agrees thatforecast, other than estimate, budget or similar prospective information relating to STX or any of its Subsidiaries or their respective businesses or (ii) except for the representations and warranties of SPV and Topco set forth made in this Article III or any certificate delivered pursuant to this Agreement, neither SPVany oral or written information presented or made available (including in any “data room”) to the Eros Parties, Topco nor any respective Affiliate thereof nor their Subsidiaries or any of their respective officersAffiliates or Representatives in the course of their due diligence investigation of STX, directorsthe negotiation of this Agreement or in the course of the transactions contemplated hereby.
(b) Notwithstanding anything contained in this Agreement to the contrary, representativesSTX acknowledges and agrees that none of Eros, agentsEngland Holdings 2, advisors (including financial advisors and placement agents Merger Sub or persons or entities performing similar functions) nor any other person Person has made or entity makes is making, and STX expressly disclaims reliance upon, any representation representations, warranties or warrantystatements relating to Eros or its Subsidiaries whatsoever, express or implied, beyond those expressly given by Eros in Article IV or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of the any information provided regarding Eros, England Holdings 2 or Merger Sub furnished or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof STX or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeits Representatives. Without limiting the generality of the foregoing, the Rollover Stockholder STX acknowledges and agrees that that, except as expressly provided in Article IV or any certificate delivered pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other similar prospective information or data that may have been made available to the Rollover Stockholder (including in any data room STX or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyits Representatives.
Appears in 1 contract
No Other Representations. No party is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by In entering into this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, each of Parent and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands Merger Sub has relied solely upon its own investigation and agrees that, other than analysis and the representations and warranties of SPV Company expressly contained in Article II or in any other Related Agreement, and Topco each of Parent and Merger Sub acknowledges that, other than as set forth in this Agreement or in any other Related Agreement, neither SPV, Topco nor any respective Affiliate thereof nor none of the Group Companies or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Affiliates or persons representatives makes or entities performing similar functions) nor any other person or entity makes has made any representation or warranty, either express or implied, (a) as to the accuracy or completeness of any of the information provided or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Parent or any of their respective officers, directors, representatives, agents, advisors its Affiliates or representatives prior to the execution of this Agreement or (including financial advisors and placement agents or persons or entities performing similar functionsb) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates estimates, plans or other information budgets of future revenues, expenses or data expenditures, future results of operations (or any component thereof), prospects, future cash flows (or any component thereof) or future financial condition (or any component thereof) of any Group Company, in each case heretofore or hereafter delivered to or made available to Parent, or any of its Affiliates or representatives. Without limiting the Rollover Stockholder generality of the foregoing, none of the Group Companies or any of their respective Affiliates or representatives has made, and shall not be deemed to have made, any representations or warranties in the materials (including other than as set forth in any data room this Agreement or in any presentationother Related Agreement) provided or hereafter provided relating to the Rollover Stockholder business, assets or Liabilities of the Group Companies made available to Parent or any of its Affiliates or representatives, including due diligence materials, memoranda or similar materials, or in any presentation of the business of the Group Companies by management of any Group Company or others in connection with its consideration of the transactions contemplated hereby, and no statement contained in any such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise be deemed to have been relied upon by Parent or Merger Sub in executing, delivering and performing this Agreement and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect theretotransactions contemplated hereby. For the avoidance of doubt, nothing herein shall limit Except for any representations or warranties made set forth in this Agreement or in any other agreement Related Agreement, it is understood that any cost estimates, projections or other predictions, any data, any financial information or any offering or other memoranda, offering materials, presentations or similar materials made available to which such Person is a partyParent or any of its Affiliates or representatives, are not, and shall not be deemed to be or to include, representations or warranties of any Group Company, and were not, and shall not be deemed to have been, relied upon by Parent in executing, delivering or performing this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Otonomo Technologies Ltd.)
No Other Representations. No party is making (i) Except for the express written representations and warranties made in this Section 4.2 (as qualified by the Parent Filed SEC Documents) or any certificate delivered by or at the direction of Parent pursuant to this Agreement, neither Parent nor Merger Sub or any other person acting on behalf of Parent or its subsidiaries makes any express or implied representation or warranty with respect to Parent or its subsidiaries or their respective affiliates, businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated hereby, and Parent and Merger Sub hereby disclaim any such other representations or warranties; provided, however, that notwithstanding the foregoing provisions of this Section 4.2(h)(i), nothing in this Section 4.2(h)(i) shall limit Amedisys’s remedies with respect to claims of actual fraud or Willful Breach in connection with, arising out of or related to this Agreement and the transactions contemplated by this Agreement or any kind instrument or nature whatsoever other document delivered pursuant to this Agreement.
(ii) Notwithstanding anything contained in this Agreement to the contrary, Parent and Merger Sub acknowledge and agree that neither Amedisys nor any other party heretoperson acting on behalf of Amedisys, oral its subsidiaries or writtenthe Amedisys Provider JVs has made, is making, or is authorized to make, and Parent and Merger Sub expressly disclaim reliance upon, any representations, warranties or statements relating to Amedisys, its subsidiaries or the Amedisys Provider JVs whatsoever, express or implied, with respect beyond those expressly given by Amedisys in writing in Section 4.1 (as qualified by the Amedisys Disclosure Letter or the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims including any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any implied representation or warranty, express or implied, warranty as to the accuracy or completeness of any information regarding Amedisys, its subsidiaries or the information provided Amedisys Provider JVs furnished or made available to be provided to the Rollover Stockholder by Parent or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Merger Sub or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the generality of the foregoing, Parent and Merger Sub acknowledge that, except as expressly provided in Section 4.1 (as qualified by the Rollover Stockholder acknowledges Amedisys Disclosure Letter and agrees that the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room Parent and Merger Sub or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.
Appears in 1 contract
Samples: Merger Agreement (Amedisys Inc)
No Other Representations. No party is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by In entering into this Agreement, except those representations expressly made by such party set forth in Section 5 hereofeach of the Parent and the Merger Sub has relied upon its own investigation and analysis, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV the Company expressly contained in Article III and Topco in the certificates or other instruments delivered pursuant hereto (collectively, the “Company Representations”) and the representations and warranties of certain Securityholders expressly contained in Support Agreements, and each of the Parent and the Merger Sub acknowledges that, other than as set forth in this AgreementAgreement and in the certificates or other instruments delivered pursuant hereto, neither SPV, Topco nor any respective Affiliate thereof nor none of the Group Companies or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Subsidiaries makes or persons or entities performing similar functions) nor any other person or entity makes has made any representation or warranty, either express or implied, (a) as to the accuracy or completeness of any of the information provided or to be provided made available to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated herebyParent, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Merger Sub or any of their respective officers, directors, representatives, agents, advisors Subsidiaries or representatives prior to the execution of this Agreement or (including financial advisors and placement agents or persons or entities performing similar functionsb) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates estimates, plans or other information budgets of future revenues, expenses or data expenditures, future results of operations (or any component thereof), prospects, future cash flows (or any component thereof) or future financial condition (or any component thereof) of any Group Company, in each case heretofore or hereafter delivered to or made available to the Rollover Stockholder Parent, the Merger Sub or any of their respective Subsidiaries or representatives. Without limiting the generality of the foregoing, other than as set forth in this Agreement and in the certificates or other instruments delivered pursuant hereto, (i) none of the Group Companies or any of their respective Subsidiaries has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business, assets or Liabilities of the Group Companies made available to the Parent, any of its Subsidiaries or any of their respective representatives, including in any data room due diligence materials, memoranda or similar materials, or in any presentation) provided or hereafter provided to presentation of the Rollover Stockholder business of the Group Companies by management of any Group Company in connection with its consideration of the transactions contemplated hereby, and (ii) no statement contained in any such materials or made in any such presentation shall be deemed a representation or warranty hereunder. It is understood that, other than as set forth in this Agreement and in the Rollover Stockholder agrees that neither SPV certificates or Topco nor other instruments delivered pursuant hereto, cost estimates, projections or other predictions, any respective Affiliate thereof nor data, any financial information or any offering or other memoranda, offering materials, presentations or similar materials made available to the Parent, the Merger Sub or any of their respective officersSubsidiaries or representatives by or on behalf of a Group Company are not, directorsand shall not be deemed to be or to include, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made of any Group Company. Except as expressly and specifically set forth in the Company Representations, each of the Company and its Subsidiaries, and its and their respective Subsidiaries’ representatives, expressly disclaim any and all other agreement to which representation and warranties, and the Parent expressly disclaims reliance on any and all such other representations or warranties (if any), express or implied. It is understood and agreed that nothing in this Agreement shall prohibit, limit or restrict the rights of any Party in the case of Fraud (provided, that only a Person is a partywho commits such Fraud shall be responsible for such Fraud).
Appears in 1 contract
No Other Representations. No party Buyer acknowledges and agrees that, except as expressly set forth in Article IV and Article V (and the Schedules referred to therein) and any certificate of Seller, the Trustee or the Company required to be delivered pursuant to this Agreement, neither the Seller, the Company nor any of their respective Affiliates is making any representation express or implied warranty of any kind whatsoever, including any representation as to (a) the physical condition or nature whatsoever value of any of the assets of the Company or their future profitability or future earnings performance or (b) the accuracy or completeness of any information regarding the Company furnished or made available to any other party heretoBuyer or its representatives. Buyer understands, oral or written, express or implied, with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands acknowledges and agrees that, other than that the representations and warranties of SPV and Topco set forth in Article IV and Article V (and the Schedules referred to therein) and any certificate of Seller, the Trustee or the Company required to be delivered pursuant to this AgreementAgreement constitute the sole and exclusive representations and warranties to Buyer in connection with the transactions contemplated hereby, neither SPV{N0221423 } 51 and all other representations and warranties of any kind or nature, Topco nor express or implied (including any respective Affiliate thereof nor any relating to the future financial condition, results of operations, assets or liabilities of the Company, or implied warranties of merchantability or fitness for a particular purpose) are specifically disclaimed by the Company and the Seller, notwithstanding the delivery or disclosure to Buyer, its Affiliates and their respective officers, directors, representatives, agents, advisors (including financial advisors employees and placement agents representatives of any documentation or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeinformation. Without limiting the generality of the foregoing, the Rollover Stockholder Buyer understands, acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projectionsneither the Seller, forecaststhe Company, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officersAffiliates makes any express or implied representation or warranty to Buyer with respect to: (i) any projections, directorsestimates, representativesforecasts or budgets heretofore delivered to or made available to Buyer or any of its Representatives; (ii) except as expressly covered by a representation or warranty contained in Article IV and Article V (and the Schedules referred to therein) and any certificate of Seller, agentsthe Trustee or the Company required to be delivered pursuant to this Agreement, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person information or entity shall have documents (financial or otherwise) made available to Buyer, any liability with respect thereto. For the avoidance of doubtAffiliate thereof or their respective counsel, nothing herein shall limit any representations accountants or warranties made advisers, including in certain “data rooms,” management presentations, offering memoranda or in any other agreement form in contemplation of the transactions contemplated by this Agreement and agreements contemplated hereby; or (iii) except as expressly covered by a representation or warranty contained in Article IV and Article V (and the Schedules referred to which therein) and any certificate of Seller, the Trustee or the Company required to be delivered pursuant to this Agreement, merchantability or fitness for a particular purpose. Buyer acknowledges that any estimates, forecasts, or projections furnished or made available to it concerning the Company or its properties, business or assets may not have been prepared in accordance with GAAP or standards applicable under the Securities Act, and such Person is a partyestimates reflect numerous assumptions, and are subject to material risks and uncertainties. The provisions of this Section 6.10 shall not apply to any claims against Seller or its Affiliates (at law or in equity) for fraud.
Appears in 1 contract
No Other Representations. No party is making (a) Each of the Buyers acknowledges that it and its representatives have had an opportunity to meet with the management of the Company and its Subsidiaries and to discuss the business and assets of the Wound Care Business, and that the Buyers and their respective representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which have been desired or requested to be reviewed by the Buyers or any representation of their respective representatives.
(b) Except for the express representations and warranties made by the Buyers in this Article V, none of the Buyers, any of their respective Affiliates or warranty any other Person acting on behalf of any kind of the foregoing Persons has made or nature whatsoever to makes any other party heretorepresentations or warranties, oral whether written or writtenoral, express or implied, with respect to the transactions contemplated by this Agreementhereby, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties the Buyers including with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officersbusinesses, directorsoperations, representativesassets, agentsliabilities, advisors condition (including financial advisors or otherwise), projections, forecasts or prospects, or the negotiation, execution, delivery or performance by the Buyers of this Agreement and placement agents the Buyers hereby disclaim any such other alleged representations or persons warranties.
(c) Each Buyer acknowledges that except for the express representations and warranties made by the Sellers in Article IV, none of the Sellers, the Company, any Subsidiary of the Company, any of their respective Affiliates or entities performing similar functions) nor any other person Person acting on behalf of any of the foregoing Persons has made or entity makes any representation representations or warrantywarranties, whether written or oral, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related with respect to the transactions contemplated hereby, the LLCA Company or any other document or instrument referred its Subsidiaries including with respect to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officersbusinesses, directorsoperations, representativesassets, agentsliabilities, advisors condition (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoingotherwise), the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecastsforecasts or prospects, estimates whether or other information or data made available to not included in the Rollover Stockholder (including in any data room or in any presentation) provided management presentation (formal or hereafter provided to informal), or the Rollover Stockholder in connection with its consideration negotiation, execution, delivery or performance by the Sellers of this Agreement and that the Sellers disclaim any such other alleged representations or warranties. None of the transactions contemplated herebySellers, and the Rollover Stockholder agrees that neither SPV or Topco nor Company, any respective Affiliate thereof nor Subsidiary of the Company, any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Affiliates or persons or entities performing similar functions) nor any other person or entity Person acting on behalf of any of the foregoing Persons shall have be subject to any liability with respect thereto. For to either Buyer or any other Person resulting from the avoidance Sellers, the Company, any Subsidiary of doubtthe Company, nothing herein shall limit any representations of their respective Affiliates or warranties any other Person acting on behalf of any of the foregoing Persons making available to either Buyer or to any of their respective representatives or Affiliates, and any such Person’s use of, any information, documents or material made available to any of the foregoing in the due diligence materials provided to them, including in the data room, other management presentations (formal or informal) or in any other agreement to which such Person is a partyform in connection with the transactions contemplated by this Agreement except as expressly provided for in this Agreement or in the case of intentional breach or intentional fraud.
Appears in 1 contract
Samples: Share Purchase Agreement (Centaur Guernsey L.P. Inc.)
No Other Representations. No party is making (a) Except for the express written representations and warranties made in this Article IV (as qualified by the Steel Disclosure Letter and the Steel Filed SEC Documents) or any certificate delivered by or at the direction of Steel pursuant to this Agreement, neither Steel nor any other Person acting on behalf of Steel or its Subsidiaries makes any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to Steel, its Subsidiaries, or their respective Affiliates, businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereofhereby, and each party Steel hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreementwarranties. Without In particular, without limiting the foregoingforegoing disclaimer, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth except as expressly provided in this Article IV or any certificate delivered pursuant to this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) Steel nor any other person Person makes or entity makes has made any representation or warrantywarranty to Copper or any of its Affiliates or investment banker, financial advisor, attorney, accountant or other representative retained by it (a “Representative”) with respect to (A) any financial projection, forecast, estimate, budget or prospect information relating to Steel or any of its Subsidiaries or their respective businesses or (B) except for the express written representations and warranties made in this Article IV (as qualified by the Steel Disclosure Letter and the Steel Filed SEC Documents) or any certificate delivered by or at the direction of Steel pursuant to this Agreement, any oral or written information presented to Copper or any of its Affiliates or Representatives in the course of their due diligence investigation of Steel, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
(b) Notwithstanding anything contained in this Agreement to the contrary, Steel acknowledges and agrees that neither Copper nor any other Person acting on behalf of Copper or its Subsidiaries has made, is making or is authorized to make, and Steel expressly disclaims reliance upon, any representations, warranties or statements relating to Copper or its Subsidiaries whatsoever, express or implied, beyond those expressly given by Copper in writing in Article V (as qualified by the Copper Disclosure Letter and the Copper Filed SEC Documents) or any certificate delivered by or at the direction of Copper pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of the any information provided regarding Copper furnished or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Steel or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeits Representatives. Without limiting the generality of the foregoing, Copper acknowledges that, except as expressly provided in Article V (as qualified by the Rollover Stockholder acknowledges Copper Disclosure Letter and agrees that the Copper Filed SEC Documents) or any certificate delivered by or at the direction of Copper pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room Steel or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyits Representatives.
Appears in 1 contract
Samples: Merger Agreement (Cedar Fair L P)
No Other Representations. No party Notwithstanding anything contained in this Article IV or any other provision of this Agreement, it is the explicit intent of each party, and Purchaser expressly acknowledges and agrees, that neither Seller nor any of its Affiliates have made, are making or have authorized any Person to make any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or writtenwhatsoever, express or implied, with respect to the transactions contemplated by this Agreement, except those representations and warranties expressly made by such party set forth in this Article IV, the Transition Services Agreement and the certificate delivered pursuant to Section 5 hereof10.1(c). Except as expressly and specifically set forth in the representations and warranties made solely by Seller in this Article IV, the Transition Services Agreement and the certificate delivered pursuant to Section 10.1(c), each of Seller and its Affiliates, its and their Representatives and other representatives expressly disclaims any and all other representations and warranties, whether express or implied, and each party hereby Purchaser expressly disclaims reliance on any and all such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warrantyomissions, express or implied, as including those relating to Seller, the Acquired Companies, the Business or the Transactions, or any of their financial condition, business, operations, results of operations, properties, assets, liabilities or prospects, or any estimate, projection, prediction, data, financial information, teaser, confidential information presentation or any other materials or information provided or addressed to Purchaser, its Affiliates or its and their Representatives or any other Person, including with respect to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeinformation. Without limiting the foregoing, the Rollover Stockholder Purchaser expressly acknowledges and agrees that no representations none of Seller, its Affiliates, its and their Representatives or warranties any other Person will have or be subject to any liability to Purchaser or its Affiliates pursuant to this Agreement resulting from the distribution to Purchaser, its Affiliates or its and their Representatives or any other Person or Purchaser’s use of any kind have been information not represented and warranted to or will be made otherwise omitted in this Agreement other than in respect of Fraud, including (a) any confidential information memoranda or management presentations distributed on behalf of Seller, the Acquired Companies or the Business or other publications or data room information provided to Purchaser, its Affiliates, its and their Representatives or any other Person, or any other document, information or projection in any form provided to Purchaser, its Affiliates or its and their Representatives or any other Person in connection with the Transactions, or (b) the financial information, projections or other forward-looking statements of Seller, the Acquired Companies or the Business, in each case, in expectation or furtherance of the Transactions. Seller specifically disclaims any statement, representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration assets of the transactions contemplated herebyBusiness, any part thereof, the workmanship thereof, and the Rollover Stockholder agrees absence of any defects therein, whether latent or patent, it being understood that neither SPV or Topco nor any respective Affiliate thereof nor any of such assets are being acquired “as is, where is” on the Closing Date, and in their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partypresent condition.
Appears in 1 contract
Samples: Equity Purchase Agreement (Adtalem Global Education Inc.)
No Other Representations. No party is making (a) Except for the express written representations and warranties made in this Article V (as qualified by the Copper Disclosure Letter and the Copper Filed SEC Documents) or any certificate delivered by or at the direction of Copper pursuant to this Agreement, neither Copper nor any other Person acting on behalf of Copper or its Subsidiaries makes any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to Copper, its Subsidiaries, or their respective Affiliates, businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereofhereby, and each party Copper hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreementwarranties. Without In particular, without limiting the foregoingforegoing disclaimer, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth except as expressly provided in this Article V or any certificate delivered pursuant to this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) Copper nor any other person Person makes or entity makes has made any representation or warrantywarranty to Steel or any of its Affiliates or Representatives with respect to (A) any financial projection, forecast, estimate, budget or prospect information relating to Copper or any of its Subsidiaries or their respective businesses or (B) except for the express written representations and warranties made in this Article V (as qualified by the Copper Disclosure Letter and the Copper Filed SEC Documents) or any certificate delivered by or at the direction of Copper pursuant to this Agreement, any oral or written information presented to Steel or any of its Affiliates or Representatives in the course of their due diligence investigation of Copper, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
(b) Notwithstanding anything contained in this Agreement to the contrary, Copper acknowledges and agrees that neither Steel nor any other Person acting on behalf of Steel or its Subsidiaries has made, is making or is authorized to make, and Copper expressly disclaims reliance upon, any representations, warranties or statements relating to Steel or its Subsidiaries whatsoever, express or implied, beyond those expressly given by Steel in writing in Article IV (as qualified by the Steel Disclosure Letter and the Steel Filed SEC Documents) or any certificate delivered by or at the direction of Steel pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of the any information provided regarding Steel furnished or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Copper or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeits Representatives. Without limiting the generality of the foregoing, Steel acknowledges that, except as expressly provided in Article IV (as qualified by the Rollover Stockholder acknowledges Steel Disclosure Letter and agrees that the Steel Filed SEC Documents) or any certificate delivered by or at the direction of Steel pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room Copper or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyits Representatives.
Appears in 1 contract
Samples: Merger Agreement (Cedar Fair L P)
No Other Representations. No party is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this Agreement, except those representations Except as expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Article VI or persons or entities performing similar functions) nor in any other person Transaction Documents to which any Purchaser Entity is, or entity makes is to be made, a party, each Purchaser Entity does not make and has not made any representation or warranty, express or implied, as to the accuracy at law or completeness of the information provided in equity with respect such Purchaser Entity or to be provided to the Rollover Stockholder by its Affiliates or on behalf of SPV or Topco or any other person or entity or related to its businesses in connection with the transactions contemplated herebyhereby and the other Transaction Documents, the LLCA or and any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be are hereby expressly disclaimed. PURCHASER ENTITIES ACKNOWLEDGE AND AGREE THAT EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE V OF THIS AGREEMENT, THE TRANSACTION DOCUMENTS AND ANY CERTIFICATES DELIVERED HERETO OR THERETO, NONE OF THE SELLERS OR THEIR REPRESENTATIVES MAKE OR HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE TRANSACTIONS, AND ANY SUCH REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. The Purchaser Entities and their Affiliates and Representatives further agree that the representations and warranties expressly set forth in Article V are the exclusive representations and warranties made with respect to any projections, forecasts, estimates or other information or data made available to by the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated herebySellers and ShareFile, and the Rollover Stockholder agrees that neither SPV Sellers and ShareFile are not liable or Topco nor responsible for any respective Affiliate thereof nor and all Liability and responsibility to the Purchaser Entities, their Affiliates or Representatives or any third party for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) made by Sellers, the Restricted Affiliates or Representatives, or any third party, other than the representations and warranties of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance Purchaser expressly set forth in Article V of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partythis Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Progress Software Corp /Ma)
No Other Representations. No party is making (i) Except for the express written representations and warranties made in this Section 4.2 (as qualified by the Parent Filed SEC Documents) or any certificate delivered by or at the direction of Parent pursuant to this Agreement, neither Parent nor Merger Sub or any other person acting on behalf of Parent or its subsidiaries makes any express or implied representation or warranty with respect to Parent or its subsidiaries or their respective affiliates, businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated hereby, and Parent and Merger Sub hereby disclaim any such other representations or warranties; provided, however, that notwithstanding the foregoing provisions of this Section 4.2(h)(i), nothing in this Section 4.2(h)(i) shall limit Amedisys’s remedies with respect to claims of actual fraud or Willful Breach in connection with, arising out of or related to this Agreement and the transactions contemplated by this Agreement or any kind instrument or nature whatsoever other document delivered pursuant to this Agreement.
(ii) Notwithstanding anything contained in this Agreement to the contrary, Parent and Merger Sub acknowledge and agree that neither Amedisys nor any other party heretoperson acting on behalf of Amedisys, oral its subsidiaries or writtenthe Amedisys Provider JVs has made, is making, or is authorized to make, and Parent and Merger Sub expressly disclaim reliance upon, any representations, warranties or statements relating to Amedisys, its subsidiaries or the Amedisys Provider JVs whatsoever, express or implied, with respect beyond those expressly given by Xxxxxxxx in writing in Section 4.1 (as qualified by the Amedisys Disclosure Letter or the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims including any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any implied representation or warranty, express or implied, warranty as to the accuracy or completeness of any information regarding Amedisys, its subsidiaries or the information provided Amedisys Provider JVs furnished or made available to be provided to the Rollover Stockholder by Parent or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Merger Sub or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the generality of the foregoing, Parent and Merger Sub acknowledge that, except as expressly provided in Section 4.1 (as qualified by the Rollover Stockholder acknowledges Amedisys Disclosure Letter and agrees that the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room Parent and Merger Sub or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.
Appears in 1 contract
Samples: Merger Agreement
No Other Representations. No party is making Except for the representations and warranties contained in this Article V, the Company acknowledges that neither Parent, Merger Sub nor any Representative thereof makes, and the Company acknowledges that it has not relied upon or otherwise been induced by, any other express or implied representation or warranty of any kind with respect to Parent or nature whatsoever Merger Sub or with respect to any other party heretoinformation provided or made available to the Company in connection with the transactions contemplated hereby, oral including any information, documents, projections, synergies, forecasts or written, express other material made available to the Company or implied, with respect to its Representatives in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties are hereby expressly disclaimed and none shall be implied at law or in equity. Neither Parent, Merger Sub nor any Affiliate or Representative thereof, whether in an individual, corporate or any other capacity, will have or be subject to any liability (indemnification or otherwise) to any Acquired Company or any of their Affiliates or Representatives resulting from (nor shall any Acquired Company or any of their Affiliates or Representatives have any claim with respect to) the distribution to any Acquired Company or their Affiliates or Representatives, or the Acquired Companies’ or their Affiliates’ or Representatives’ use of, or reliance on, any information, documents, projections, synergies, forecasts or other material made available to the Acquired Companies or any of their Affiliates or Representatives in expectation of, or in connection with, the transactions contemplated by this Agreement. Without limiting Agreement or otherwise, regardless of the foregoinglegal theory under which such liability may be sought to be imposed, the Rollover Stockholder understands and agrees thatwhether in contract or tort, other than at law or in equity, or otherwise, except in each case with respect to the representations and warranties of SPV Parent and Topco Merger Sub expressly set forth in this AgreementArticle V and for fraud, neither SPVwillful misconduct or intentional misrepresentation in the making of the representations and warranties set forth in this Article V. Without in any way limiting the generality of the foregoing, Topco nor the Company acknowledges that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates (including with respect to synergies), and certain business plan information, that the Company is familiar with such uncertainties, that the Company is making its own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates (in each case including with respect to synergies) and business plan information provided to it in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, synergies, estimates and business plan information), that no representations, warranties or statements (including by omission) of any kind are being made with respect thereto by Parent, Merger Sub or any of their respective Affiliate thereof Affiliates or Representatives, that no Acquired Company nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors Affiliates or Representatives is relying thereon and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof Acquired Company nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Affiliates or persons or entities performing similar functions) nor any other person or entity Representatives shall have any liability claim against anyone with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.
Appears in 1 contract
Samples: Merger Agreement (WillScot Corp)
No Other Representations. No party is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees Buyer acknowledges that, other than the representations and warranties of SPV and Topco as set forth in this Agreement, neither SPVnone of Seller, Topco nor any respective Affiliate thereof nor the Group Companies or any of their respective directors, officers, directorsemployees, representativesAffiliates, agentsstockholders, advisors (including financial advisors and placement agents or persons representatives makes or entities performing similar functions) nor any other person or entity makes has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Buyer or any of their its respective officers, directorsagents, representatives, agents, advisors lenders or Affiliates prior to the execution of this Agreement or (including financial advisors and placement agents or persons or entities performing similar functionsy) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates estimates, plans or other information budgets of future revenues, expenses or data made available to the Rollover Stockholder expenditures, future results of operations (including in or any data room component thereof), future cash flows (or in any presentationcomponent thereof) provided or future financial condition (or any component thereof) of any Group Company heretofore or hereafter provided to or made available to Buyer or any of its respective agents, representatives, lenders or Affiliates. Without limiting the Rollover Stockholder generality of the foregoing, none of Seller, the Group Companies or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business, assets or liabilities of the Group Companies made available or delivered to Buyer, including due diligence materials, memorandum or similar materials, or in any presentation of the business of the Group Companies by management of the Group Companies or others in connection with its consideration of the transactions contemplated hereby, and no statement contained in any such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Buyer in executing, delivering and performing this Agreement and the Rollover Stockholder agrees transactions contemplated hereby. It is understood that neither SPV any cost estimates, projections or Topco nor other predictions, any respective Affiliate thereof nor data, any of their respective officersfinancial information or any memoranda or offering materials or presentations, directors, representatives, agents, including any offering memorandum or similar materials made available or provided to Buyer and its representatives and advisors (including financial advisors are not and placement agents shall not be deemed to be or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any to include representations or warranties made of any Group Company or Seller, and are not and shall not be deemed to be relied upon by Buyer in any other agreement to which such Person is a partyexecuting, delivering and performing this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Securities Purchase Agreement (Compass Diversified Holdings)
