Parent’s Reliance. Parent shall not be obliged to inquire into the authority of the Holders Representative, and Parent shall be fully protected in dealing with the Holders Representative in good faith.
Parent’s Reliance. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution, delivery and performance of this Agreement. Shareholder acknowledges that the irrevocable proxy granted in Section 3 is granted in consideration of the execution and delivery of the Merger Agreement by Parent.
Parent’s Reliance. TULIP understands and acknowledges that Parent is entering into the TULIP Merger Agreement and the Elf Merger Agreement in reliance upon TULIP's execution, delivery and performance of this Agreement. TULIP acknowledges that the Written Consent to be delivered and the proxy granted in Section 3 hereof is granted in consideration of the execution and delivery of the TULIP Merger Agreement and the Elf Merger Agreement by Parent.
Parent’s Reliance. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution, delivery and performance of this Agreement.
Parent’s Reliance. Parent and its Affiliates shall not be obliged to inquire into the authority of the Equityholders’ Representative, and Parent and its Affiliates shall be fully protected in dealing with the Equityholders’ Representative in good faith.
Parent’s Reliance. Each of the Company Stockholders acknowledges that Parent is relying, and agrees that Parent is entitled to rely, on the truth and accuracy of the representations and warranties set forth above.
Parent’s Reliance. Parent acknowledges that except for the representations and warranties made by the Transferor Parties, the Founder, and the Holders contained in this Agreement (including as set forth in the Transferor Parties Disclosure Schedule) or any certificate delivered pursuant hereto, neither the Transferor Parties, the Founder nor the Holders nor any other Person has made, and Parent has not relied on, any other express or implied representations or warranties, whether at law or in equity, including as to the accuracy or completeness of, or reasonableness of any assumptions underlying any estimates, projections and forecasts set forth in, any information, documents or materials regarding the Transferred Companies or their Affiliates, the Transferor Parties, the Holders or the Founder (including any pro forma financial information, supplemental data or financial projections or other forward-looking statements) furnished or made available to the Acquiror or Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions.
Parent’s Reliance. None of the Securityholders or any other Person (including any officer, director, employee, member or partner of any Securityholder or the Company) shall have or be subject to any liability to the Parent (except in the case of fraud), or any other Person, resulting from the Parent’s use of any information, documents or material made available to the Parent in any confidential information memoranda, “data rooms,” management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby. The Parent acknowledges that, should the Closing occur, the Parent shall acquire the Company and each Company Subsidiary without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in Article IV of this Agreement; provided, however, that nothing in this Section 5.22 is intended to limit or modify the representations and warranties contained in Article IV. The Parent acknowledges that the Parent has not relied on any representation or warranty regarding the pro-forma financial information, financial projections or other forward-looking statements of the Company or any Company Subsidiary, and the Parent will make no claim with respect thereto.
Parent’s Reliance. None of the Stockholders or any other Person (including any officer, director, member or partner of any Stockholder) shall have or be subject to any liability to the Parent (except in the case of fraud), or any other Person, resulting from the Parent’s use of any information, documents or material made available to the Parent in any confidential information memoranda, “data rooms,” management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby. The Parent acknowledges that, should the Closing occur, the Parent shall acquire the Company and each Company Subsidiary without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in ARTICLE V and ARTICLE VI of this Agreement; provided, however, that nothing in this Section 7.22 is intended to limit or modify the representations and warranties contained in ARTICLE V and ARTICLE VI. The Parent acknowledges that, except for the representations and warranties contained in ARTICLE V and ARTICLE VI, the Parent has not relied on any other express or implied representation or warranty by or on behalf of the Company or the Stockholders.
Parent’s Reliance. The Effective Time Holders further authorize, approve and agree that Parent may rely conclusively, absolutely and exclusively, without inquiry, upon any communication given or action taken by the Securityholders’ Agent as the communication or action of each Effective Time Holder in communications or actions required or permitted to be given or taken by the Securityholders’ Agent hereunder and will not be liable to any Effective Time Holder or any other Person for any communication given or not given or action taken or not taken in reliance upon the direction of the Securityholders’ Agent. Purchaser will not be obligated to inquire as to the authority of the Securityholders’ Agent with respect to the giving of any communication or the taking of any action that the Securityholders’ Agent gives or takes on behalf of any Effective Time Holder.
