No Additional Representations and Warranties; No Outside Reliance Sample Clauses

The "No Additional Representations and Warranties; No Outside Reliance" clause establishes that the parties' rights and obligations are limited to the representations and warranties expressly stated in the agreement. In practice, this means that neither party can claim reliance on statements, promises, or assurances made outside the written contract, whether made during negotiations or otherwise. This clause serves to prevent disputes over alleged verbal or informal assurances, ensuring that only the documented terms govern the relationship and reducing the risk of unexpected liabilities.
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No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 5, and the representations and warranties as may be provided in the Ancillary Agreements, neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or 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 transactions contemplated hereby or thereby to any Tuatara Party. Neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, 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 any Tuatara Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to the Tuatara Parties in this Article 5 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 and as may be provided in the Ancillary Agreements. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 6 or the Ancillary Agreements, none of the Tuatara Parties or any of their Subsidiaries or 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 any of the Tuatara Parties or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara Parties, 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 6 or the Ancillary Agreements. The Company is not relying on any represe...
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No Additional Representations and Warranties; No Outside Reliance. ​ ​ A-48 ARTICLE 7 COVENANTS OF THE COMPANY ​ ​ A-48 ​ ​ Section 7.01 ​ ​ Conduct of Business ​ ​ A-48 ​ ​ Section 7.02 ​ ​ Inspection ​ ​ A-50 ​ ​ Section 7.03 ​ ​ Termination of Certain Agreements ​ ​ A-51 ​ ​ Section 7.04 ​ ​ Trust Account Waiver ​ ​ A-51 ​ ​ Section 7.05 ​ ​ Company Stockholder Approval; Information Statement ​ ​ A-51 ​ ​ Section 7.06 ​ ​ [Intentionally Omitted] ​ ​ A-51 ​ ​ Section 7.07 ​ ​ Pre-Closing Actions ​ ​ A-51 ​ ​ Section 7.08 ​ ​ Section 280G Matters ​ ​ ▇-▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ​ ​ A-52 ​ ​ Section 8.01 ​ ​ Conduct of Business ​ ​ A-52 ​ ​ Section 8.02 ​ ​ Nasdaq Listing ​ ​ A-53 ​ ​ Section 8.03 ​ ​ PIPE Subscription Agreements ​ ​ A-53 ​ ​ Section 8.04 ​ ​ Section 16 of the Exchange Act ​ ​ A-53 ​ ​ Section 8.05 ​ ​ Issuance of Surviving Pubco Common Stock to Non-Redeeming Share Holders ​ ​ A-53 ARTICLE 9 JOINT COVENANTS ​ ​ A-53 ​ ​ Section 9.01 ​ ​ Efforts to Consummate ​ ​ A-53 ​ ​ Section 9.02 ​ ​ Indemnification and Insurance ​ ​ A-54 ​ ​ Section 9.03 ​ ​ Tax Matters ​ ​ A-55 ​ ​ Section 9.04 ​ ​ Proxy Statement; Registration Statement ​ ​ A-56 ​ ​ Section 9.05 ​ ​ Tuatara Shareholder Approval ​ ​ A-57 ​ ​ Section 9.06 ​ ​ Surviving Pubco Board of Directors ​ ​ A-58 ​ ​ Section 9.07 ​ ​ Trust Account ​ ​ A-58 ​ ​ ​ ​ ​ ​ Page ​ ​ Section 9.08 ​ ​ Form 8-K Filings ​ ​ A-58 ​ ​ Section 9.09 ​ ​ Incentive Equity Plan ​ ​ A-58 ​ ​ Section 9.10 ​ ​ No Shop ​ ​ A-58 ​ ​ Section 9.11 ​ ​ Notification of Certain Matters ​ ​ A-59 ARTICLE 10 CONDITIONS TO OBLIGATIONS ​ ​ A-59 ​ ​ Section 10.01 ​ ​ Conditions to Obligations of the Tuatara Parties and the Company ​ ​ A-59 ​ ​ Section 10.02 ​ ​ Conditions to Obligations of the Tuatara Parties ​ ​ A-60 ​ ​ Section 10.03 ​ ​ Conditions to the Obligations of the Company ​ ​ A-60 ​ ​ Section 10.04 ​ ​ Satisfaction of Conditions ​ ​ A-61 ARTICLE 11 TERMINATION/EFFECTIVENESS ​ ​ A-61 ​ ​ Section 11.01 ​ ​ Termination ​ ​ A-61 ​ ​ Section 11.02 ​ ​ Effect of Termination ​ ​ A-62 ARTICLE 12 MISCELLANEOUS ​ ​ A-62 ​ ​ Section 12.01 ​ ​ Non-Survival of Representations, Warranties and Covenants ​ ​ A-62 ​ ​ Section 12.02 ​ ​ Waiver ​ ​ A-62 ​ ​ Section 12.03 ​ ​ Notices ​ ​ A-62 ​ ​ Section 12.04 ​ ​ Assignment ​ ​ A-63 ​ ​ Section 12.05 ​ ​ Rights of Third Parties ​ ​ A-63 ​ ​ Section 12.06 ​ ​ Expenses ​ ​ A-64 ​ ​ Section 12.07 ​ ​ Governing Law ​ ​ A-64 ​ ​ Section 12.08 ​ ​ Captions; Counterparts ​ ​ A-64 ​ ​ Section 12.09 ​ ​ Entire Agreement ​ ​ A-64 ​ ​ Section 12.10 ​ ​ ...
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Related to No Additional Representations and Warranties; No Outside Reliance

  • No Additional Representations and Warranties Except as provided in this Article V or in any certificate to be delivered by Parent or the Merger Subs in connection with this Agreement, none of Parent, the Merger Subs or any other Person on behalf of Parent or the Merger Subs makes any express or implied representation or warranty with respect to Parent, the Merger Subs, any of their respective Subsidiaries, or with respect to any other information provided to the Company, the Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Merger Subs or any other Person will have or be subject to any claim, liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for the representations and warranties expressly contained in Article IV, Parent and the Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither the Company nor any of its Subsidiaries or Representatives makes, and none of Parent, the Merger Subs or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to Parent, the Merger Subs or any of their respective Representatives by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the Transactions.

  • No Other Representations and Warranties; Non-Reliance Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).

  • Additional Representations and Warranties (A) Each Receivable is being serviced by TMCC as of the Closing Date; (B) as of the Cutoff Date, each Receivable is secured by a new or used car, crossover utility vehicles, light-duty truck or sport utility vehicle; (C) no Receivable was more than 29 days past due as of the Cutoff Date; and (D) as of the Cutoff Date, no Receivable was noted in the records of TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding.

  • Representations and Warranties; No Default Each Company hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

  • Representations and Warranties of Participant The Participant represents and warrants to the Company that: