Common use of No Additional Representation or Warranties Clause in Contracts

No Additional Representation or Warranties. Except for the express representations and warranties provided in this Article IV and Article V (including the Schedules), none of Buyer Parent, any Buyer or any Merger Sub has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the Transaction to Seller Parent, any other Seller Party or any of their respective Affiliates. Buyer Parent, each Buyer and each Merger Sub expressly disclaim any and all Liability and responsibility for any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to Seller Parent, any other Seller Party or any other Person (including information in the Data Room or provided in any formal or informal management presentation), except for the representations and warranties made in this Article IV and Article V (including the Schedules). EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS ARTICLE IV AND ARTICLE V (INCLUDING THE SCHEDULES), NONE OF BUYER PARENT, ANY BUYER OR ANY MERGER SUB MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES TO SELLER PARENT, ANY OTHER SELLER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO BUYER PARENT, ANY BUYER OR ANY MERGER SUB, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.

Appears in 1 contract

Sources: Equity Purchase Agreement (GFL Environmental Inc.)

No Additional Representation or Warranties. Except for as provided in this ‎Article V (as modified by the express Acquiror Disclosure Letter), and the representations and warranties as may be provided in the other agreements entered into in connection with the transactions contemplated by this Article IV and Article V (including the Schedules)Agreement, none of Buyer Parent, the Acquiror Entities nor any Buyer or any Merger Sub of their respective Representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the Transaction transactions contemplated hereby to Seller Parent, any other Seller Party the Company or any of their respective its Subsidiaries or Affiliates. Buyer Parent, each Buyer and each Merger Sub expressly disclaim any and all Liability and responsibility for any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to Seller Parent, any other Seller Party or any other Person (including information in the Data Room or provided in any formal or informal management presentation), except for the representations and warranties made in this Article IV and Article V (including the Schedules). EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS ARTICLE IV AND ARTICLE V ‎SECTION 5.22 (INCLUDING THE SCHEDULESACQUIROR DISCLOSURE LETTER), NONE EACH OF BUYER PARENT, ANY BUYER OR ANY MERGER SUB THE ACQUIROR ENTITIES MAKES ANY NO OTHER REPRESENTATIONS OR WARRANTIES TO SELLER PARENT, ANY OTHER SELLER PARTY THE MOBILE COMPANIES OR ANY OF THEIR RESPECTIVE AFFILIATESBLOCKER COMPANIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO BUYER PARENTEACH OF THE ACQUIROR ENTITIES OR ITS RESPECTIVE BUSINESSES, ANY BUYER OPERATIONS, PROPERTIES, LIABILITIES, OR ANY MERGER SUBOBLIGATIONS, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE PURPOSE, OR OTHERWISE. Each of the Acquiror Entities acknowledges and agrees that, except for the representations and warranties contained in ‎Article IV (as modified by the Company Disclosure Letter) and in other agreements entered into in connection with the transactions contemplated by this Agreement, neither Company or its Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Mobile Companies or the transactions contemplated hereunder, including in respect of the Company and the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information not expressly set forth in ‎‎Article IV (as modified by the Company Disclosure Letter) or in other agreements entered into in connection with the transactions contemplated by this Agreement. Each of the Acquiror Entities is not relying on any representations or warranties other than those representations or warranties set forth in ‎Article IV (as modified by the Company Disclosure Letter) and the representations and warranties as may be provided in other agreements entered into in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Mobile Infrastructure Corp)

No Additional Representation or Warranties. Except for the express representations and warranties provided in this Article IV II and Article V III (including the Schedules), none of Buyer Parent, any Buyer Seller Parent or any Merger Sub other Seller Party has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the Transaction to Seller Parentany of Buyers, any other Seller Party Merger Subs, Buyer Parent or any of their respective Affiliates. Buyer Parent, each Buyer and each Merger Sub Seller Parent expressly disclaim disclaims any and all Liability and responsibility for any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to Seller Parentany of Buyers, any other Seller Party Merger Subs, Buyer Parent or any other Person (including information in the Data Room or provided in any formal or informal management presentation), except for the representations and warranties made in this Article IV II and Article V III (including the Schedules). EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS ARTICLE IV II AND ARTICLE V Article III (INCLUDING THE SCHEDULESincluding the Schedules), NONE OF BUYER PARENT, ANY BUYER SELLER PARENT OR ANY MERGER SUB OTHER SELLER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES TO SELLER PARENTANY OF BUYERS, ANY OTHER SELLER PARTY MERGER SUBS, BUYER PARENT OR ANY OF THEIR RESPECTIVE AFFILIATES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO BUYER PARENTTHE BUSINESS, ANY BUYER THE PURCHASED EQUITY INTERESTS, THE TRANSFERRED ASSETS, THE TRANSFERRED LIABILITIES, THE TRANSFERRED JV INTERESTS, THE BIDCOS, THE PURCHASED COMPANIES OR ANY MERGER SUBTHE PURCHASED SUBSIDIARIES, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NONE OF SELLER PARENT OR ANY OF OTHER SELLER PARTY MAKE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE RETAINED ASSETS, THE RETAINED LIABILITIES OR THE RETAINED BUSINESSES.

Appears in 1 contract

Sources: Equity Purchase Agreement (GFL Environmental Inc.)

No Additional Representation or Warranties. Except for the express representations and warranties as provided in this Article IV and Article V (including as modified by the SchedulesAcquiror Disclosure Letter), and the representations and warranties as may be provided in the other agreements entered into in connection with the transactions contemplated by this Agreement, none of Buyer Parent, the Acquiror Entities nor any Buyer or any Merger Sub of their respective Representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the Transaction transactions contemplated hereby to Seller Parent, any other Seller Party the Company or any of their respective its Subsidiaries or Affiliates. Buyer Parent, each Buyer and each Merger Sub expressly disclaim any and all Liability and responsibility for any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to Seller Parent, any other Seller Party or any other Person (including information in the Data Room or provided in any formal or informal management presentation), except for the representations and warranties made in this Article IV and Article V (including the Schedules). EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS ARTICLE IV AND ARTICLE V SECTION 5.22 (INCLUDING THE SCHEDULESACQUIROR DISCLOSURE LETTER), NONE EACH OF BUYER PARENT, ANY BUYER OR ANY MERGER SUB THE ACQUIROR ENTITIES MAKES ANY NO OTHER REPRESENTATIONS OR WARRANTIES TO SELLER PARENT, ANY OTHER SELLER PARTY THE MOBILE COMPANIES OR ANY OF THEIR RESPECTIVE AFFILIATESBLOCKER COMPANIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO BUYER PARENTEACH OF THE ACQUIROR ENTITIES OR ITS RESPECTIVE BUSINESSES, ANY BUYER OPERATIONS, PROPERTIES, LIABILITIES, OR ANY MERGER SUBOBLIGATIONS, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE PURPOSE, OR OTHERWISE. Each of the Acquiror Entities acknowledges and agrees that, except for the representations and warranties contained in Article IV (as modified by the Company Disclosure Letter) and in other agreements entered into in connection with the transactions contemplated by this Agreement, neither Company or its Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Mobile Companies or the transactions contemplated hereunder, including in respect of the Company and the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information not expressly set forth in Article IV (as modified by the Company Disclosure Letter) or in other agreements entered into in connection with the transactions contemplated by this Agreement. Each of the Acquiror Entities is not relying on any representations or warranties other than those representations or warranties set forth in Article IV (as modified by the Company Disclosure Letter) and the representations and warranties as may be provided in other agreements entered into in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Fifth Wall Acquisition Corp. III)

No Additional Representation or Warranties. Except for the express representations and warranties provided in this Article IV II and Article V III (including the Schedules), none of Buyer Seller Parent, any Buyer Sellers or any Merger Sub other Seller Party has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the Transaction Purchase and Sale to Seller Parent, any other Seller Party Buyer or any of their respective its Affiliates. Buyer Parent, each Buyer Each of Seller Parent and each Merger Sub Sellers expressly disclaim disclaims any and all Liability and responsibility for any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to Seller Parent, any other Seller Party Buyer or any other Person (including information in the Data Room or provided in any formal or informal management presentation), except for the representations and warranties made in this Article IV II and Article V III (including the Schedules). EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS ARTICLE IV II AND ARTICLE V III (INCLUDING THE SCHEDULES), NONE OF BUYER PARENT, ANY BUYER SELLER PARENT OR ANY MERGER SUB SELLERS MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES TO SELLER PARENT, ANY OTHER SELLER PARTY BUYER OR ANY OF THEIR RESPECTIVE ITS AFFILIATES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO BUYER PARENTTHE BUSINESS, ANY BUYER THE PURCHASED EQUITY INTERESTS, THE PURCHASED COMPANIES OR ANY MERGER SUBTHE PURCHASED SUBSIDIARY, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.

Appears in 1 contract

Sources: Equity Purchase Agreement (Casella Waste Systems Inc)

No Additional Representation or Warranties. Except for as provided in this ARTICLE V (as modified by the express Acquiror Disclosure Letter), and the representations and warranties as may be provided in the other agreements entered into in connection with the transactions contemplated by this Article IV and Article V (including the Schedules)Agreement, none of Buyer Parent, the Acquiror Entities nor any Buyer or any Merger Sub of their respective Representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the Transaction transactions contemplated hereby to Seller Parent, any other Seller Party the Company or any of their respective its Subsidiaries or Affiliates. Buyer Parent, each Buyer and each Merger Sub expressly disclaim any and all Liability and responsibility for any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to Seller Parent, any other Seller Party or any other Person (including information in the Data Room or provided in any formal or informal management presentation), except for the representations and warranties made in this Article IV and Article V (including the Schedules). EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS ARTICLE IV AND ARTICLE V Section 5.20 (INCLUDING THE SCHEDULESACQUIROR DISCLOSURE LETTER), NONE EACH OF BUYER PARENT, ANY BUYER OR ANY MERGER SUB THE ACQUIROR ENTITIES MAKES ANY NO OTHER REPRESENTATIONS OR WARRANTIES TO SELLER PARENT, ANY OTHER SELLER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATESTHE BOXABL COMPANIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO BUYER PARENTEACH OF THE ACQUIROR ENTITIES OR ITS RESPECTIVE BUSINESSES, ANY BUYER OPERATIONS, PROPERTIES, LIABILITIES, OR ANY MERGER SUBOBLIGATIONS, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE PURPOSE, OR OTHERWISE. Each of the Acquiror Entities acknowledges and agrees that, except for the representations and warranties contained in ARTICLE IV (as modified by the Company Disclosure Letter) and in other agreements entered into in connection with the transactions contemplated by this Agreement, neither Company or its Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Boxabl Companies or the transactions contemplated hereunder, including in respect of the Company and the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information not expressly set forth in ARTICLE IV (as modified by the Company Disclosure Letter) or in other agreements entered into in connection with the transactions contemplated by this Agreement. Each of the Acquiror Entities is not relying on any representations or warranties other than those representations or warranties set forth in ARTICLE IV (as modified by the Company Disclosure Letter) and the representations and warranties as may be provided in other agreements entered into in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Sources: Merger Agreement (FG Merger II Corp.)