No Representations and Warranties; Relationship to Definitive Agreement Sample Clauses

No Representations and Warranties; Relationship to Definitive Agreement. (a) PBI and MapInfo each understands and acknowledges that: (i) neither the other party nor its affiliates, nor any of the other party’s Representatives (including, in the case of MapInfo, Jefferies Broadview and its affiliates), nor any of the other party’s or its affiliates’ or its Representatives’ respective officers, directors, employees, agents or controlling persons within the meaning of Section 20 of the Exchange Act, has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material; and (ii) none of such persons or entities shall have any liability to the other party or any of its Representatives or any other person relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a definitive agreement between the parties, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. For purposes of this Agreement, the term “definitive agreement” does not include any executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of any offer or bid made by one party.
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No Representations and Warranties; Relationship to Definitive Agreement. (a) Each party understands and acknowledges that neither party nor any of its Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material furnished by or on behalf of such party. Each party agrees that neither the other party nor its Representatives shall have any liability to such party or any of its Representatives or any other person relating to or resulting from the use of the Evaluation Material furnished by or on behalf of the Disclosing Party or any errors therein or omissions therefrom. Only those representations or warranties which are made in a definitive agreement between the parties, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. For purposes of this Agreement, the term “definitive agreement” does not include any executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of any offer or bid made by one party.
Sample 1
No Representations and Warranties; Relationship to Definitive Agreement. (a) Each Party understands and acknowledges that neither the other Party nor any of its Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. Each Party agrees that neither the other Party nor any of its Representatives shall have any liability relating to or resulting from the receiving Party’s reliance on or use of Confidential Information or any errors therein or omissions therefrom. Only those representations and warranties which are made in a definitive agreement between the Parties, when, and if executed, and subject to such limitations and restrictions as may be specified there, will have any legal effect.
Sample 1
No Representations and Warranties; Relationship to Definitive Agreement. (a) Receiving Party understands and agrees that neither the Company nor any of its respective affiliates or Representatives, nor any other person on any of their behalves, has made or is making, and that each of the foregoing hereby disclaims, any representation or warranty, express or implied, as to the accuracy or completeness of any of the Evaluation Material, and Receiving Party represents that neither it nor any of its affiliates or Representatives has relied, is relying, is entitled to rely on or will rely upon any such representation or warranty, in each case except as may be set forth in any definitive agreement with respect to a Transaction. Receiving Party agrees that neither the Company nor any of its respective affiliates or Representatives, nor any other person on any of their behalves, shall have any liability to Receiving Party or any of its affiliates or Representatives or any other person relating to or resulting from any use of the Evaluation Material or any errors therein or omissions therefrom, in each case except as may be set forth in any definitive agreement with respect to a Transaction. Without limiting the generality of the preceding two sentences, the Evaluation Material may include statements, estimates and projections provided by the Company or its affiliates or Representatives with respect to the anticipated future performance of the Company. Such statements, estimates and projections reflect various assumptions made by the Company concerning anticipated results, which assumptions may or may not prove to be correct. No representations are made as to the accuracy of such assumptions, statements, estimates or projections. Only those representations or warranties which are made in a definitive agreement, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. For purposes of this Agreement, the term “definitive agreement” does not include any executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of any offer or bid made by one party.
Sample 1
No Representations and Warranties; Relationship to Definitive Agreement. (a) Receiving Party understands and acknowledges that neither Aspect nor any of its Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material. Receiving Party agrees that neither Aspect nor its Representatives shall have any liability to Receiving Party or any of its Representatives or any other person relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a definitive agreement between the parties, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. For purposes of this Agreement, the term “definitive agreement” does not include any executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of any offer or bid made by one party.
Sample 1
No Representations and Warranties; Relationship to Definitive Agreement. Each party understands that neither party has made any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material furnished by such party and that the parties shall be entitled to rely only on those representatives and warranties (if any) that may be made in a definitive agreement signed and delivered by both parties to this Agreement. Each party agrees that no agreement providing for a business relationship involving the parties shall be deemed to exist unless and until a definitive agreement has been executed and delivered and each party hereby waives in advance any claims, including without limitation claims for breach of contract, in connection with any business relationship between the parties unless and until the parties shall have entered into a definitive agreement.
Sample 1

Related to No Representations and Warranties; Relationship to Definitive Agreement

  • Representations and Warranties by Each Party Each Party represents and warrants to the other as of the Effective Date that:

  • Representations and Warranties; Reaffirmation (a) Borrower hereby represents and warrants to each Lender as follows:

  • Representations and Warranties of Consultant Consultant warrants to The Company that:

  • No Representations and Warranties No representations or warranties express or implied, of any kind with respect to the Confidential Information, including without limitation with respect to the suitability, accuracy or completeness of the same, exist under this Agreement. Any representations or warranties shall be made thereby, if at all, only in a separate definitive written agreement that may be entered into between the QCP and the PA. The Parties specifically acknowledge and agree that the PA and its Representatives shall not be liable to the QCP or its Representatives whether in contract, tort or otherwise for loss of profits, consequential, special or punitive damages, based on the accuracy of the Confidential Information, unless expressly set forth in a separate definite written agreement to the contrary.

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Representations and Warranties; Performance of Agreements Company shall have delivered to Agent an Officers' Certificate, in form and substance satisfactory to Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Agent and Requisite Lenders.

  • Representations and Warranties by You You represent and warrant that:

  • Representations and Warranties Regarding the Company (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date and as of each Option Closing Date, if any, as follows:

  • Representations and Warranties of Executive Executive represents and warrants to the Company that:

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

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