Common use of No Third Party Reliance Clause in Contracts

No Third Party Reliance. Anything contained herein to the contrary notwithstanding, the representations and warranties of the Company and the Shareholders contained in this Agreement (including, without limitation, the Disclosure Letter) (i) are being given by the Company and the Shareholders as an inducement to Parent and Acquisition Sub to enter into this Agreement and the Certificate of Merger and to approve the Merger (and the Company and each Shareholder acknowledges that Parent and Acquisition Sub have expressly relied thereon) and (ii) are solely for the benefit of Parent and Acquisition Sub. Accordingly, no third party (including, without limitation, the Shareholders or any other holder of capital stock of the Company) or anyone acting on behalf of any thereof other than the Indemnified Persons, and each of them, shall be a third party or other beneficiary of such representations and warranties and no such third party shall have any rights of contribution against the Company or the Surviving Corporation with respect to such representations or warranties or any matter subject to or resulting in indemnification under this Section 9, or otherwise.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (BPC Holding Corp), Agreement and Plan of Reorganization (Berry Plastics Corp)

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No Third Party Reliance. Anything contained herein to the contrary notwithstanding, the representations and warranties of the Company and the Shareholders contained in this Agreement (including, without limitation, the Disclosure Letter) (i) are being given by the Company and the Shareholders as an inducement to Parent Parent, Buyer and Acquisition Sub to enter into this Agreement and the Certificate of Merger and to approve the Merger (and the Company and each Shareholder acknowledges the Shareholders acknowledge that Parent Parent, Buyer and Acquisition Sub have has expressly relied thereon) and (ii) are solely for the benefit of Parent Parent, Buyer and Acquisition SubSub and their Affiliates. Accordingly, no third party (including, without limitation, the Shareholders or any other holder of capital stock of the Company) or anyone acting on behalf of any thereof other than the Indemnified Persons, and each of them, shall be a third party or other beneficiary of such representations and warranties and no such third party shall have any rights of contribution against the Company or the Surviving Corporation Subsidiaries with respect to such representations or warranties or any matter subject to or resulting in indemnification under this Section 98, or otherwise.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Berry Plastics Corp), Agreement and Plan of Reorganization (BPC Holding Corp)

No Third Party Reliance. Anything contained herein to the contrary notwithstanding, the representations and warranties of the Company and the Responsible Shareholders contained in this Agreement and the Related Documents (including, without limitation, the Disclosure Letter) (ia) are being given by the Company and the Responsible Shareholders as an inducement to Parent and Acquisition Sub the Investors to enter into this Agreement and the Certificate of Merger and Related Documents to approve which the Merger Investors are a party (and the Company and each Shareholder acknowledges the Responsible Shareholders acknowledge that Parent and Acquisition Sub the Investors have expressly relied thereon) and (iib) are solely for the benefit of Parent the Investors and Acquisition Subthe Company. Accordingly, no third party (including, without limitation, the Shareholders or any other holder of capital stock of the Company) or anyone acting on behalf of any thereof other than the Indemnified Persons, and each of them, shall be a third party or other beneficiary of such representations and warranties and no such third party shall have any rights of contribution against against, the Investors, the Company, any Responsible Shareholder or the Company or the Surviving Corporation with respect to such representations or warranties or any matter subject to or resulting in indemnification under this Section 9Article X, or otherwise.

Appears in 1 contract

Samples: Recapitalization Agreement (Convergent Group Corp)

No Third Party Reliance. Anything contained herein to the contrary notwithstanding, the representations and warranties of the Company and the Shareholders contained in this Agreement (including, without limitation, the Disclosure Letter) (ia) are being given by the Company and the Shareholders as an inducement to Parent the Purchaser and Acquisition Sub to enter into this Agreement and the Certificate of Merger and to approve the Merger (and the Company and each Shareholder acknowledges the Shareholders acknowledge that Parent the Purchaser and Acquisition Sub have expressly relied thereon) and (iib) are solely for the benefit of Parent and the Purchaser, Acquisition Sub, their Affiliates, successors and assigns. Accordingly, no third party (including, without limitation, the Shareholders or any other holder of capital stock of the Company) or anyone acting on behalf of any thereof other than the Indemnified Persons, and each of them, shall be a third party or other beneficiary of such representations and warranties and no such third party shall have any rights of contribution against the Company or the Surviving Corporation with respect to such representations or warranties or any matter subject to or resulting in indemnification under this Section 9ARTICLE X, or otherwise.

Appears in 1 contract

Samples: Merger Agreement (Berry Plastics Corp)

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No Third Party Reliance. Anything contained herein to the contrary notwithstanding, the representations and warranties of the Company Seller and the Shareholders contained in this Agreement (including, without limitation, the Disclosure Letter) (i) are being given by the Company Seller and the Shareholders as an inducement to the Buyer and Parent and Acquisition Sub to enter into this Agreement and the Certificate of Merger and to approve the Merger (and the Company Seller and each Shareholder acknowledges that the Buyer and Parent and Acquisition Sub have expressly relied thereon) and (ii) are solely for the benefit of Parent the Buyer and Acquisition SubParent. Accordingly, no third party (including, without limitation, the Shareholders or any other holder of capital stock of the CompanySeller) or anyone acting on behalf of any thereof other than the Indemnified Persons, and each of them, shall be a third party or other beneficiary of such representations and warranties and no such third party shall have any rights of contribution against the Company or the Surviving Corporation Seller with respect to such representations or warranties or any matter subject to or resulting in indemnification under this Section 98, or otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Berry Plastics Corp)

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