Common use of No Additional Representation or Warranties Clause in Contracts

No Additional Representation or Warranties. Except as expressly provided in this Article IV, none of the Target Companies nor any of their respective Affiliates, nor any of their respective Representatives has made, or is making, any representation or warranty whatsoever, express or implied, at law or in equity, to SPAC or its Affiliates or any other Person, including any implied representation or warranty as to condition, merchantability, fitness for a particular purpose, future results, proposed businesses or future plans of such Target Company, and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to SPAC or its Affiliates or any other Person, including information, documents, projections, forecasts or other material made available to SPAC, its Affiliates or Representatives in any “data rooms,” management presentations or otherwise in connection with the transactions contemplated in this Agreement and the Ancillary Agreements and no statement contained in any of 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 any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Except for the representations and warranties expressly set forth in this Article IV or the Ancillary Agreements, it is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by or on behalf of such Target Company are not and shall not be deemed to be or to include representations or warranties of the Target Companies or any other Person, and are not and shall not be deemed to be relied upon by any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactions.

Appears in 1 contract

Sources: Business Combination Agreement (Horizon Acquisition Corp II)

No Additional Representation or Warranties. Except as expressly provided in this Article IVV, none of the Target Companies neither PACI nor Merger Sub nor any of their respective Affiliates, nor any of their respective Affiliates or Representatives has made, or is making, any representation or warranty whatsoever, express or implied, at law or in equity, to SPAC any Group Company or its their respective Affiliates or any other Person, including any implied representation or warranty as to condition, merchantability, fitness for a particular purpose, future results, proposed businesses businesses, or future plans of such Target CompanyPACI, and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to SPAC any Group Company or its Affiliates or any other Persontheir respective Affiliates, including information, documents, projections, forecasts forecasts, or other material made available to SPAC, its Affiliates the Group Companies or their respective or Representatives in any “data rooms,” management presentations presentations, or otherwise in connection with the transactions contemplated in this Agreement and the Ancillary Agreements and no statement contained in any of such materials material or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any Party in executing, delivering delivering, or performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Except for the representations and warranties expressly set forth in this Article IV V or the Ancillary Agreements, it is understood that any cost estimates, projections projections, or other predictions, any data, any financial information information, or any memoranda or offering materials material or presentations, including any offering memorandum or similar materials material made available by or on behalf of such Target Company PACI are not and shall not be deemed to be or to include representations or warranties of the Target Companies PACI or Merger Sub or any other Person, and are not and shall not be deemed to be relied upon by any Party in executing, delivering delivering, or performing this Agreement, the Ancillary Agreements Agreements, or the Transactionstransactions contemplated hereby or thereby.

Appears in 1 contract

Sources: Business Combination Agreement (PROOF Acquisition Corp I)

No Additional Representation or Warranties. Except as expressly provided in this Article IVV, none of the Target Companies neither SPAC nor Merger Sub 1 nor any of their respective Affiliates, nor any of their respective Representatives has made, or is making, any representation or warranty whatsoever, express or implied, at law or in equity, to SPAC any Target Company or its their respective Affiliates or any other Person, including any implied representation or warranty as to condition, merchantability, fitness for a particular purpose, future results, proposed businesses or future plans of such Target CompanySPAC, and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to SPAC any Target Company or its Affiliates or any other Persontheir respective Affiliates, including information, documents, projections, forecasts or other material made available to SPAC, its Affiliates the Target Companies or their respective or Representatives in any “data rooms,” management presentations or otherwise in connection with the transactions contemplated in this Agreement and the Ancillary Agreements and no statement contained in any of 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 any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Except for the representations and warranties expressly set forth in this Article IV V or the Ancillary Agreements, it is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by or on behalf of such Target Company SPAC are not and shall not be deemed to be or to include representations or warranties of the Target Companies SPAC or Merger Sub 1 or any other Person, and are not and shall not be deemed to be relied upon by any Party in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactionstransactions contemplated hereby or thereby.

Appears in 1 contract

Sources: Business Combination Agreement (Horizon Acquisition Corp II)

No Additional Representation or Warranties. Except as expressly provided in this Article IV, none of the Target Group Companies nor any of their respective Affiliates, nor any of their respective Affiliates or Representatives has have made, or is making, any representation or warranty whatsoever, express or implied, at law or in equity, to SPAC PACI or its Affiliates or any other Person, including any implied representation or warranty as to condition, merchantability, fitness for a particular purpose, future results, proposed businesses businesses, or future plans of such Target Group Company, and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to SPAC PACI or its Affiliates or any other Person, including information, documents, projections, forecasts forecasts, or other material made available to SPACPACI, its Affiliates or Representatives in any “data rooms,” management presentations presentations, or otherwise in connection with the transactions contemplated in this Agreement and the Ancillary Agreements and no statement contained in any of such materials material or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any Party in executing, delivering delivering, or performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Except for the representations and warranties expressly set forth in this Article IV or the Ancillary Agreements, it is understood that any cost estimates, projections projections, or other predictions, any data, any financial information or any memoranda or offering materials material or presentations, including any offering memorandum or similar materials made available by or on behalf of such Target Group Company are not and shall not be deemed to be or to include representations or warranties of the Target Group Companies or any other Person, and are not and shall not be deemed to be relied upon by any Party in executing, delivering delivering, or performing this Agreement, the Ancillary Agreements Agreements, or the Transactions.

Appears in 1 contract

Sources: Business Combination Agreement (PROOF Acquisition Corp I)

No Additional Representation or Warranties. Except as expressly provided in this Article IV, none of the Target Companies nor neither Zanite or any of their respective its Affiliates, nor any of their respective Representatives has made, or is making, or will be deemed to have made, any representation or warranty whatsoever, express or implied, at law or in equity, to SPAC Embraer, EAH or its Affiliates the Company or any other Person, including any implied representation or warranty as to condition, merchantability, fitness for a particular purpose, future results, proposed businesses or future plans of such Target Company, their respective Affiliates and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to SPAC Embraer, EAH or its Affiliates the Company or any other Personof their respective Affiliates, including information, documents, projections, forecasts or other material made available to SPACEmbraer, its EAH or the Company or any of their respective Affiliates or Representatives in any “data rooms,” management presentations or otherwise in connection with the transactions contemplated in this Agreement and the Ancillary Agreements Transactions and no statement contained in any of 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 any Party Embraer, EAH or the Company in executing, delivering or performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or therebyTransactions. Except for the representations and warranties expressly set forth in this Article IV or the Ancillary Agreements, it is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials materials, made available by or on behalf of such Target Company Zanite are not and shall not be deemed to be or to include representations or warranties of the Target Companies Zanite or any other Personperson, and are not and shall not be deemed to be relied upon by any Party Embraer, EAH or the Company in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactions.

Appears in 1 contract

Sources: Business Combination Agreement (Zanite Acquisition Corp.)

No Additional Representation or Warranties. Except as expressly provided in this Article IVIII, none of the Target Companies neither Embraer nor any of their respective its Affiliates, nor any of their respective Representatives has made, or is making, or will be deemed to have made, any representation or warranty whatsoever, express or implied, at law or in equity, to SPAC Zanite or its Affiliates or any other Person, including any implied representation or warranty as to condition, merchantability, fitness for a particular purpose, future results, proposed businesses or future plans of such Target Company, and no such party shall be liable in respect of the accuracy or completeness of any documentation or other information provided to SPAC Zanite or its Affiliates or any other PersonAffiliates, including information, documents, projections, forecasts or other material made available to SPACZanite, its Affiliates or Representatives in any “data rooms,” management presentations or otherwise in connection with the transactions contemplated in this Agreement and the Ancillary Agreements Transactions and no statement contained in any of 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 any Party Zanite in executing, delivering or performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or therebyTransactions. Except for the representations and warranties expressly set forth in this Article IV III or the Ancillary Agreements, it is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials materials, made available by or on behalf of such Target the Company are not and shall not be deemed to be or to include representations or warranties of Embraer, the Target Companies Company or any other Personperson, and are not and shall not be deemed to be relied upon by any Party Zanite in executing, delivering or performing this Agreement, the Ancillary Agreements or the Transactions.

Appears in 1 contract

Sources: Business Combination Agreement (Zanite Acquisition Corp.)