Common use of Disclaimer of Other Representations or Warranties Clause in Contracts

Disclaimer of Other Representations or Warranties. (a) Except as previously set forth in this Section 2 or in any certificate delivered by the Company to Parent and/or Merger Subs pursuant to this Agreement, the Company makes no representation or warranty, express or implied, at law or in equity, with respect to it or any of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed. (b) The Company acknowledges and agrees that, except for the representations and warranties of Parent and Merger Subs set forth in Section 3 or in any certificate delivered by Parent and/or Merger Subs to the Company pursuant to this Agreement, none of Parent, Merger Subs or any of their respective Representatives is relying on any other representation or warranty of Parent or any other Person made outside of Section 3 or such certificate, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case, with respect to the Contemplated Transactions.

Appears in 9 contracts

Sources: Agreement and Plan of Merger (Galera Therapeutics, Inc.), Merger Agreement (Spyre Therapeutics, Inc.), Merger Agreement (Aeglea BioTherapeutics, Inc.)

Disclaimer of Other Representations or Warranties. (a) Except as previously set forth in this Section 2 3 or in any certificate delivered by Parent or Merger Subs to the Company to Parent and/or Merger Subs pursuant to this Agreement, the Company neither Parent nor any Merger Sub makes no any representation or warranty, express or implied, at law or in equity, with respect to it or any of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed. (b) The Company Each of Parent, First Merger Sub and Second Merger Sub acknowledges and agrees that, except for the representations and warranties of Parent and Merger Subs the Company set forth in Section 3 2 or in any certificate delivered by the Company to Parent and/or or the Merger Subs to the Company pursuant to this Agreement, none of Parent, Merger Subs the Company or any of their respective Representatives is relying on any other representation or warranty of Parent the Company or any other Person made outside of Section 3 2 or such certificatecertificates, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case, with respect to the Contemplated Transactions.

Appears in 8 contracts

Sources: Agreement and Plan of Merger (Galera Therapeutics, Inc.), Merger Agreement (Spyre Therapeutics, Inc.), Merger Agreement (Aeglea BioTherapeutics, Inc.)

Disclaimer of Other Representations or Warranties. (a) Except as previously expressly set forth in this Section 2 Article III or in any certificate delivered by the Company to Parent and/or or Merger Subs Sub pursuant to this Agreement, neither the Company Company, nor any of its Affiliates or Representatives, nor any other Person makes no any representation or warranty, express or implied, at law or in equity, with respect to it the Company or any of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed. (b) . The Company acknowledges and agrees that, except for the representations and warranties of the Parent and Merger Subs set forth in Section 3 Article IV or in any certificate delivered by the Parent and/or or Merger Subs Sub to the Company pursuant to this Agreement, none of Parentneither the Company nor any other Person, Merger Subs or any of their respective Representatives is relying on any other representation representations or warranty of Parent or any other Person made outside of Section 3 Article IV or such certificate, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case, with respect to the Contemplated Transactions.

Appears in 2 contracts

Sources: Merger Agreement (NeuroMetrix, Inc.), Merger Agreement (electroCore, Inc.)

Disclaimer of Other Representations or Warranties. (a) Except as previously expressly set forth in this Section 2 Article IV or in any certificate delivered by Parent or Merger Sub to the Company to Parent and/or Merger Subs pursuant to this Agreement, the Company neither Parent, Merger Sub nor any of their respective Affiliates or Representatives, nor any other Person makes no any makes any representation or warranty, express or implied, at law or in equity, with respect to it Parent or Merger Sub or any of its their respective assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed. (b) The Company . Each of Parent and Merger Sub acknowledges and agrees that, except for the representations and warranties of Parent and Merger Subs the Company set forth in Section 3 Article III or in any certificate delivered by Parent and/or Merger Subs to the Company to Parent pursuant to this Agreement, none of Parentneither Parent or Merger Sub, Merger Subs or nor any of their respective Representatives other Person, is relying on any other representation representations or warranty of Parent the Company or any other Person made outside of Section 3 Article III or such certificate, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case, with respect to the Contemplated Transactions.

Appears in 2 contracts

Sources: Merger Agreement (NeuroMetrix, Inc.), Merger Agreement (electroCore, Inc.)

Disclaimer of Other Representations or Warranties. (a) Except as previously set forth in this Section 2 or in any certificate delivered by the Company to Parent and/or Merger Subs Sub pursuant to this Agreement, the Company makes no representation or warranty, express or implied, at law or in equity, with respect to it or any of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed. (b) The Company acknowledges and agrees that, except for the representations and warranties of Parent and Merger Subs Sub set forth in Section 3 or in any certificate delivered by Parent and/or Merger Subs Sub to the Company pursuant to this Agreement, none of Parent, Merger Subs Sub or any of their respective Representatives is relying on any other representation or warranty of Parent or any other Person made outside of Section 3 or such certificate, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case, with respect to the Contemplated Transactions.

Appears in 1 contract

Sources: Merger Agreement (Skye Bioscience, Inc.)

Disclaimer of Other Representations or Warranties. (a) Except as previously set forth in this Section 2 3 or in any certificate delivered by Parent or Merger Sub to the Company to Parent and/or Merger Subs pursuant to this Agreement, the Company neither Parent nor Merger Sub makes no any representation or warranty, express or implied, at law or in equity, with respect to it or any of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed. (b) The Company Each of Parent and Merger Sub acknowledges and agrees that, except for the representations and warranties of Parent and Merger Subs the Company set forth in Section 3 2 or in any certificate delivered by Parent and/or Merger Subs to the Company to Parent or Merger Sub pursuant to this Agreement, none of Parent, Merger Subs Sub or any of their respective Representatives is relying on any other representation or warranty of Parent the Company or any other Person made outside of Section 3 2 or such certificatecertificates, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case, with respect to the Contemplated Transactions.

Appears in 1 contract

Sources: Merger Agreement (Skye Bioscience, Inc.)

Disclaimer of Other Representations or Warranties. (a) Except as previously set forth in this Section 2 3 or in any certificate delivered by Parent or Merger Subs to the Company to Parent and/or Merger Subs pursuant to this Agreement, the Company neither Parent nor any Merger Sub makes no any representation or warranty, express or implied, at law or in equity, with respect to it or any of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed. (b) The Company Each of Parent, First Merger Sub and Second Merger Sub acknowledges and agrees that, except for the representations and warranties of Parent and Merger Subs the Company set forth in Section 3 2 or in any certificate delivered by the Company to Parent and/or or the Merger Subs to the Company pursuant to this Agreement, none of Parent, First Merger Subs Sub, Second Merger Sub or any of their respective Representatives is relying on any other representation or warranty of Parent the Company or any other Person made outside of Section 3 2 or such certificatecertificates, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case, with respect to the Contemplated Transactions.

Appears in 1 contract

Sources: Merger Agreement (Traws Pharma, Inc.)

Disclaimer of Other Representations or Warranties. (a) Except as previously set forth in this Section 2 3 or in any certificate delivered by Parent or Merger Subs to the Company to Parent and/or Merger Subs pursuant to this Agreement, the Company neither Parent nor any Merger Sub makes no any representation or warranty, express or implied, at law or in equity, with respect to it or any of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed. (b) The Company Each of Parent, First Merger Sub and Second Merger Sub acknowledges and agrees that, except for the representations and warranties of Parent and Merger Subs the Company set forth in Section 3 2 or in any certificate delivered by the Company to Parent and/or or Merger Subs to the Company pursuant to this Agreement, none of Parent, Merger Subs the Company or any of their respective Representatives is relying on any other representation or warranty of Parent the Company or any other Person made outside of Section 3 2 or such certificatecertificates, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case, with respect to the Contemplated Transactions.

Appears in 1 contract

Sources: Merger Agreement (Baudax Bio, Inc.)

Disclaimer of Other Representations or Warranties. (a) Except as previously set forth in this Section 2 or in any certificate delivered by the Company to Parent and/or Merger Subs Sub pursuant to this Agreement, the Company makes no representation or warranty, express or implied, at law or in equity, with respect to it or any of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed. (b) The Company acknowledges and agrees that, except for the representations and warranties of Parent and Merger Subs Sub set forth in Section 3 or in any certificate delivered by Parent and/or Merger Subs Sub to the Company pursuant to this Agreement, none of Parent, Merger Subs Sub or any of their respective Representatives is relying on any other representation or warranty of Parent or any other Person made outside of Section 3 or such certificate, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case, with respect to the Contemplated Transactions. Section 3.

Appears in 1 contract

Sources: Merger Agreement (Skye Bioscience, Inc.)

Disclaimer of Other Representations or Warranties. (a) Except as previously set forth in this Section 2 Article III or in any certificate delivered by Parent or Merger Subs to the Company to Parent and/or Merger Subs pursuant to this Agreement, the Company neither Parent nor any Merger Sub makes no any representation or warranty, express or implied, at law or in equity, with respect to it or any of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed. (b) The Company Each of Parent, First Merger Sub and Second Merger Sub acknowledges and agrees that, except for the representations and warranties of Parent and Merger Subs the Company set forth in Section 3 2 or in any certificate delivered by the Company to Parent and/or or the Merger Subs to the Company pursuant to this Agreement, none of Parent, Merger Subs the Company or any of their respective Representatives is relying on any other representation or warranty of Parent the Company or any other Person made outside of Section 3 Article II or such certificatecertificates, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case, with respect to the Contemplated Transactions.

Appears in 1 contract

Sources: Merger Agreement (BiomX Inc.)

Disclaimer of Other Representations or Warranties. (a) Except as previously set forth in this Section 2 or in any certificate delivered by the Company to Parent and/or Merger Subs pursuant to this Agreement, the Company makes no representation or warranty, express or implied, at law or in equity, with respect to it or any of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed. (b) The Company acknowledges and agrees that, except for the representations and warranties of Parent and Merger Subs set forth in Section 3 or in any certificate delivered by Parent and/or Merger Subs to the Company pursuant to this Agreement, none of Parent, Merger Subs or neither the Company nor any of their respective its Representatives is relying on any other representation or warranty of Parent Parent, Merger Subs or any other Person made outside of Section 3 or such certificate, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case, with respect to the Contemplated Transactions.

Appears in 1 contract

Sources: Merger Agreement (Traws Pharma, Inc.)

Disclaimer of Other Representations or Warranties. (a) Except as previously set forth in this Section 2 Article II or in any certificate delivered by the Company to Parent and/or Merger Subs pursuant to this Agreement, the Company makes no representation or warranty, express or implied, at law or in equity, with respect to it or any of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed. (b) The Company acknowledges and agrees that, except for the representations and warranties of Parent and Merger Subs set forth in Section 3 Article III or in any certificate delivered by Parent and/or Merger Subs to the Company pursuant to this Agreement, none of Parent, Merger Subs or any of their respective Representatives is relying on any other representation or warranty of Parent or any other Person made outside of Section 3 Article III or such certificate, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case, with respect to the Contemplated Transactions.

Appears in 1 contract

Sources: Merger Agreement (BiomX Inc.)