No Other Representations. Except for the representations and warranties expressly made by SPAC in Article IV (as modified by the SPAC Disclosure Schedule) or as expressly set forth in any Ancillary Document, neither SPAC nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC or its business, operations, assets or Liabilities, or the Transactions, and SPAC hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC or any of its Representatives. SPAC acknowledges that, except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Merger Sub in Article V and the Company in Article VI, none of Pubco, the Merger Subs or the Company is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to SPAC or its Representatives (including any opinion, information or advice that may have been or may be provided to SPAC or its Representatives by any Representative of Pubco, the Merger Subs or the Company), including any representations or warranties regarding the probable success or profitability of the businesses of Pubco, the Merger Subs or the Company. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, nothing in this Section 4.19 shall limit the Company’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 3 contracts
Sources: Business Combination Agreement (SilverBox Corp IV), Business Combination Agreement (SilverBox Corp IV), Business Combination Agreement (SilverBox Corp IV)
No Other Representations. Except for the representations and warranties expressly made by SPAC the Company in Article IV VI (as modified by the SPAC Company Disclosure ScheduleSchedules) or as expressly set forth in any Ancillary Document, neither SPAC the Company nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC the Company or its business, operations, assets or Liabilities, or the Transactions, and SPAC the Company hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC the Company or any of its Representatives. SPAC The Company acknowledges that, except for the representations and warranties expressly made by SPAC in Article IV, Pubco, SPAC Merger Sub or and Company Merger Sub in Article V and the Company in Article VIV, none of PubcoSPAC, Pubco or the Merger Subs or the Company is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to SPAC or its Representatives the Company (including any opinion, information information, projection or advice that may have been or may be provided to SPAC the Company or its Representatives by any Representative of PubcoSPAC, Pubco or the Merger Subs or the CompanySubs), including any representations or warranties regarding the probable success or profitability of the businesses of PubcoSPAC, Pubco or the Merger Subs or the CompanySubs. SPAC The Company specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that PubcoSPAC, Pubco and the Merger Subs and the Company have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, 6.26 nothing in this Section 4.19 6.26 shall limit the CompanySPAC’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 3 contracts
Sources: Business Combination Agreement (SilverBox Corp IV), Business Combination Agreement (SilverBox Corp IV), Business Combination Agreement (SilverBox Corp IV)
No Other Representations. Except for the representations and warranties expressly made by SPAC Pubco in this Article IV (as modified by the SPAC Disclosure Schedule) or as expressly set forth in any an Ancillary Document, neither SPAC Pubco nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC any of Pubco or its the Merger Subs or their respective business, operations, assets or Liabilities, or the Transactionstransactions contemplated by this Agreement or any of the other Ancillary Documents, and SPAC Pubco and the Merger Subs each hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC Pubco, a Merger Sub or any of its their respective Representatives. SPAC acknowledges that, except Except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Merger Sub Pubco in this Article V and the Company in Article VI, none of Pubco, the Merger Subs or the Company is making or has made, communicated or furnished (orally IV or in writing) an Ancillary Document, Pubco hereby expressly disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to SPAC the SPAC, the Target Companies or its any of their respective Representatives (including any opinion, information information, projection or advice that may have been or may be provided to SPAC the SPAC, the Target Companies or its any of their respective Representatives by any Representative of Pubco, the Pubco or a Merger Subs or the CompanySub), including any representations or warranties regarding the probable success or profitability of the businesses of Pubco, the Pubco or a Merger Subs or the Company. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, nothing in this Section 4.19 shall limit the Company’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the TransactionsSub.
Appears in 2 contracts
Sources: Business Combination Agreement (Launch One Acquisition Corp.), Business Combination Agreement (Launch One Acquisition Corp.)
No Other Representations. Except for Other than as set forth herein, neither the Company nor any of the Company’s agents, employees or Representatives have made, nor are any of them making any representation or warranty, written or oral, express or implied, in respect of the Company, any Subsidiary or their respective businesses, including any representations and warranties about the accuracy or completeness of any information or documents previously provided, and any such other representations or warranties are hereby expressly disclaimed. Notwithstanding the foregoing, the Company hereby acknowledges that during the course of the due diligence investigation of the Company conducted by or on behalf of Parent in connection with Parent’s consideration of the Transactions, the Company provided information and made by SPAC in Article IV (as modified by statements to Parent and its Representatives regarding the SPAC Disclosure Schedule) or as expressly set forth in any Ancillary Document, neither SPAC nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC or Company and its business, operations, assets or Liabilities, or the Transactions, financial condition and SPAC other matters. Parent understands and hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC or any of its Representatives. SPAC acknowledges that, except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Merger Sub in Article V and the Company in Article VI, none of Pubco, the Merger Subs or the Company is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to SPAC or its Representatives (including any opinion, information or advice that may have been or may be provided to SPAC or its Representatives by any Representative of Pubco, the Merger Subs or the Company), including any representations or warranties regarding the probable success or profitability of the businesses of Pubco, the Merger Subs or the Company. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubconeither Parent nor any other Parent Indemnified Party shall have any right to file, bring or make (and hereby expressly waives to the Merger Subs fullest extent allowable under applicable Legal Requirements the right to file, bring or make) any lawsuit or other claims against any Seller Indemnifying Party under this Agreement or otherwise as a result of any inaccuracies in any such information or statements unless and solely to the extent that such information or statements (i) are the subject of an express representation and warranty, or (ii) Parent can demonstrate the commission of Fraud by or on behalf of the Company when such information or such statements were provided or otherwise made; provided, however, that notwithstanding the foregoing, Parent understands and hereby acknowledges and agrees that neither Parent nor any other Parent Indemnified Party shall have specifically disclaimed any such right to bring (and hereby expressly waives to the fullest extent allowable under applicable Legal Requirements the right to file, bring or make) any lawsuit or other representations and warranties. Notwithstanding the foregoing provisions of claims against any Seller Indemnifying Party under this Section 4.19, nothing in this Section 4.19 shall limit the Company’s remedies with respect to Fraud Claims in connection with, Agreement or otherwise arising out of this Agreementany forward looking, the Ancillary Documents predictive or the Transactionsprospective information or statements.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp)
No Other Representations. Except for the representations and warranties expressly made by SPAC the Purchaser Parties in this Article IV III (as modified by the SPAC Purchaser Disclosure ScheduleSchedules) or as expressly set forth in any an Ancillary Document, neither SPAC none of the Purchaser Parties nor any other Person on its behalf any of their behalves makes any express or implied representation or warranty with respect to SPAC or its businessany of the Purchaser Parties, operationsthe Purchaser Representative, assets or Liabilitiesthe Purchaser Securities, the business of the Purchaser Parties, or the Transactionstransactions contemplated by this Agreement or any of the other Ancillary Documents, and SPAC the Purchaser Parties hereby expressly disclaims disclaim any other representations or warranties, whether implied or made by SPAC the Purchaser Parties or any of its their respective Representatives. SPAC acknowledges that, except Except for the representations and warranties expressly made by Pubco, SPAC Merger Sub the Purchaser Parties in this Article III (as modified by the Purchaser Disclosure Schedules) or Company Merger Sub in Article V and the Company in Article VI, none of Pubcoan Ancillary Document, the Merger Subs or the Company is making or has made, communicated or furnished (orally or in writing) Purchaser Parties hereby expressly disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to SPAC the Company, the Seller Representative or its any of their respective Representatives (including any opinion, information information, projection or advice that may have been or may be provided to SPAC the Company, the Seller Representative or its any of their respective Representatives by any Representative of Pubco, the Merger Subs or the CompanyPurchaser Parties), including any representations or warranties regarding the probable success or profitability of the businesses of Pubco, the Merger Subs or the Company. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, nothing in this Section 4.19 shall limit the Company’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the TransactionsPurchaser Parties.
Appears in 2 contracts
Sources: Merger Agreement (First Light Acquisition Group, Inc.), Merger Agreement (Edoc Acquisition Corp.)
No Other Representations. Except for the representations and warranties expressly made by SPAC the Seller in this Article IV VII (as modified by the SPAC Company Disclosure ScheduleSchedules and the Pubco Disclosure Schedules) or as expressly set forth in any Ancillary Document, neither SPAC the Seller nor any other Person on its the Seller’s behalf makes any express or implied representation or warranty with respect to SPAC the Seller or its any of the Seller’s business, operations, assets or Liabilities, or the Transactions, and SPAC the Seller hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC the Seller or any of its Representatives. SPAC acknowledges The Parties hereto (other than the Seller) acknowledge that, except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Merger Sub the Seller in this Article V and the Company in Article VI, none of PubcoVII, the Merger Subs or the Company Seller is not making or and has not made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to SPAC or its Representatives any other Party (including any opinion, information information, projection or advice that may have been or may be provided to SPAC any other Party or its any Representatives by any Representative of Pubco, the Merger Subs or the Companythereof), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco, the Merger Subs or the CompanySeller. SPAC Each Party, other than the Seller, specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company have Seller has specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.197.9, nothing in this Section 4.19 7.9 shall limit the CompanySPAC’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 1 contract
Sources: Business Combination Agreement (Columbus Circle Capital Corp. I)
No Other Representations. Except for the representations and warranties expressly made by SPAC Pubco in this Article IV (as modified by the SPAC Disclosure Schedule) V or as expressly set forth in any an Ancillary Document, neither SPAC Pubco nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC any of Pubco or its Merger Sub or their respective business, operations, assets or Liabilities, or the Transactionstransactions contemplated by this Agreement or any of the other Ancillary Documents, and SPAC Pubco and Merger Sub each hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC Pubco, Merger Sub or any of its their respective Representatives. SPAC acknowledges that, except Except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Merger Sub Pubco in this Article V and the Company in Article VI, none of Pubco, the Merger Subs or the Company is making or has made, communicated or furnished (orally or in writing) an Ancillary Document, Pubco hereby expressly disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to SPAC the Purchaser, the Target Companies, the Sellers or its any of their respective Representatives (including any opinion, information information, projection or advice that may have been or may be provided to SPAC the Purchaser, the Target Companies, the Sellers or its any of their respective Representatives by any Representative of Pubco, the Pubco or Merger Subs or the CompanySub), including any representations or warranties regarding the probable success or profitability of the businesses of Pubco, the Pubco or Merger Subs or the Company. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company have specifically disclaimed any such other representations and warrantiesSub. Notwithstanding the foregoing provisions of this Section 4.19(but subject to Sections 12.1 and 12.2), nothing in this Section 4.19 5.12 shall limit the Companyor impair any Person’s remedies with respect to Fraud Claims in connection withor rights, or arising out shall be deemed a waiver of this Agreementany claims, the Ancillary Documents or the Transactionsrelated to Fraud.
Appears in 1 contract
Sources: Business Combination Agreement (Evo Acquisition Corp)
No Other Representations. Except for the representations and warranties expressly made by SPAC the Company in Article IV VI (as modified by the SPAC Company Disclosure ScheduleSchedules) or as expressly set forth in any Ancillary Document, neither SPAC the Company nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC the Company or its business, operations, assets or Liabilities, or the Transactions, and SPAC the Company hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC the Company or any of its Representatives. SPAC The Company acknowledges that, except for the representations and warranties expressly made by SPAC in Article IV, and Pubco, SPAC Merger Sub and Company Merger Sub in Article V, none of SPAC, Pubco, SPAC Merger Sub or Company Merger Sub in Article V and the Company in Article VI, none of Pubco, the Merger Subs or the Company is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to SPAC or its Representatives the Company (including any opinion, information information, projection or advice that may have been or may be provided to SPAC the Company or its Representatives by any Representative of SPAC, Pubco, the SPAC Merger Subs Sub or the CompanyCompany Merger Sub,), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco, the SPAC Merger Subs Sub or the CompanyCompany Merger Sub. SPAC The Company specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that SPAC, Pubco, the SPAC Merger Subs Sub and the Company Merger Sub have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, 6.15 nothing in this Section 4.19 6.15 shall limit the CompanySPAC’s or Pubco’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 1 contract
Sources: Business Combination Agreement (Tlgy Acquisition Corp)
No Other Representations. Except for the representations and warranties expressly made by SPAC the Purchaser Parties in this Article IV III (as modified by the SPAC Purchaser Disclosure ScheduleSchedules) or as expressly set forth in any an Ancillary Document, neither SPAC none of the Purchaser Parties nor any other Person on its behalf any of their behalves makes any express or implied representation or warranty with respect to SPAC or its businessany of the Purchaser Parties, operationsthe Purchaser Representative, assets or Liabilitiesthe Purchaser Securities, the business of the Purchaser Parties, or the Transactionstransactions contemplated by this Agreement or any of the other Ancillary Documents, and SPAC the Purchaser Parties hereby expressly disclaims disclaim any other representations or warranties, whether implied or made by SPAC the Purchaser Parties or any of its their respective Representatives. SPAC acknowledges that, except Except for the representations and warranties expressly made by Pubco, SPAC Merger Sub the Purchaser Parties in this Article III (as modified by the Purchaser Disclosure Schedules) or Company Merger Sub in Article V and the Company in Article VI, none of Pubcoan Ancillary Document, the Merger Subs or the Company is making or has made, communicated or furnished (orally or in writing) Purchaser Parties hereby expressly disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to SPAC the Company, the Seller Representative or its any Seller or any of their respective Representatives (including any opinion, information information, projection or advice that may have been or may be provided to SPAC the Company, the Seller Representative or its any Seller or any of their respective Representatives by any Representative of Pubco, the Merger Subs or the CompanyPurchaser Parties), including any representations or warranties regarding the probable success or profitability of the businesses of Pubco, the Merger Subs or the Company. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, nothing in this Section 4.19 shall limit the Company’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the TransactionsPurchaser Parties.
Appears in 1 contract
No Other Representations. Except for the representations and warranties expressly made by SPAC in Article IV (as modified by the SPAC Disclosure Schedule) or as expressly set forth in any Ancillary Document, neither SPAC nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC or its business, operations, assets or Liabilities, or the Transactions, and SPAC hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC or any of its Representatives. SPAC acknowledges that, except for the representations and warranties expressly made by Pubco, Pubco or SPAC Merger Sub or Company Merger Sub in Article V and V, the Company in Article VIVI and the Seller in Article VII, none of Pubco, SPAC Merger Sub, the Merger Subs Company or the Company Seller is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to SPAC or its Representatives (including any opinion, information or advice that may have been or may be provided to SPAC or its Representatives by any Representative of Pubco, SPAC Merger Sub, the Merger Subs Company or the CompanySeller), including any representations or warranties regarding the probable success or profitability of the businesses of Pubco, SPAC Merger Sub, the Merger Subs Company or the CompanySeller. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, SPAC Merger Sub, the Merger Subs Company and the Company Seller have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, nothing in this Section 4.19 shall limit the Company’s Seller’ remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 1 contract
No Other Representations. Except for the representations and warranties expressly made by SPAC the Purchaser in this Article IV (as modified by the SPAC Purchaser Disclosure ScheduleSchedules) or as expressly set forth in any an Ancillary Document, neither SPAC the Purchaser nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC the Purchaser or its business, operations, assets or Liabilities, or the Transactionstransactions contemplated by this Agreement or any of the other Ancillary Documents, and SPAC the Purchaser hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC the Purchaser or any of its Representatives. SPAC acknowledges that, except Except for the representations and warranties expressly made by Pubco, SPAC Merger Sub the Purchaser in this Article IV (as modified by the Purchaser Disclosure Schedules) or Company Merger Sub in Article V and the Company in Article VI, none of Pubcoan Ancillary Document, the Merger Subs or the Company is making or has made, communicated or furnished (orally or in writing) Purchaser hereby expressly disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to SPAC the Target Companies, Pubco, the Sellers or its any of their respective Representatives (including any opinion, information information, projection or advice that may have been or may be provided to SPAC the Target Companies, Pubco, the Sellers or its any of their respective Representatives by any Representative of Pubco, the Merger Subs or the CompanyPurchaser), including any representations or warranties regarding the probable success or profitability of the businesses of Pubco, the Merger Subs or the Company. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company have specifically disclaimed any such other representations and warrantiesPurchaser. Notwithstanding the foregoing provisions of this Section 4.19(but subject to Sections 11.1, 12.1 and 12.2), nothing in this Section 4.19 4.22 shall limit the Companyor impair any Person’s remedies with respect to Fraud Claims in connection withor rights, or arising out shall be deemed a waiver of this Agreementany claims, the Ancillary Documents or the Transactionsrelated to Fraud.
Appears in 1 contract
Sources: Business Combination Agreement (Evo Acquisition Corp)
No Other Representations. Except for the representations and warranties expressly made by SPAC the Company in Article IV VI (as modified by the SPAC Company Disclosure ScheduleSchedules) or as expressly set forth in any Ancillary Document, neither SPAC the Company nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC the Company or its business, operations, assets or Liabilities, or the Transactions, and SPAC the Company hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC the Company or any of its Representatives. SPAC The Company acknowledges that, except for the representations and warranties expressly made by PubcoSPAC in Article IV, Pubco and SPAC Merger Sub or Company Merger Sub in Article V and the Company Sellers in Article VIVII, none of SPAC, Pubco, SPAC Merger Sub, the Merger Subs Sellers or the Company SoftBank is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to SPAC or its Representatives the Company (including any opinion, information information, projection or advice that may have been or may be provided to SPAC the Company or its Representatives by any Representative of SPAC, Pubco, SPAC Merger Sub, the Merger Subs Sellers or the CompanySoftBank), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco, SPAC Merger Sub, the Merger Subs Sellers or the CompanySoftBank. SPAC The Company specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that SPAC, Pubco, SPAC Merger Sub, the Merger Subs Sellers and the Company SoftBank have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, 6.14 nothing in this Section 4.19 6.14 shall limit the CompanySPAC’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 1 contract
Sources: Business Combination Agreement (Cantor Equity Partners, Inc.)
No Other Representations. Except for the representations and warranties expressly made by Pubco, SPAC Merger Sub and/or Company Merger Sub in Article IV V (as modified by the SPAC Pubco Disclosure ScheduleSchedules) or as expressly set forth in any Ancillary Document, neither none of Pubco, SPAC Merger Sub or Company Merger Sub nor any other Person on its behalf any of their behalves makes any express or implied representation or warranty with respect to any of Pubco, SPAC Merger Sub or its Company Merger Sub or their respective business, operations, assets or Liabilities, or the Transactions, and Pubco, SPAC Merger Sub and Company Merger Sub each hereby expressly disclaims any other representations or warranties, whether implied or made by Pubco, SPAC Merger Sub or Company Merger Sub or any of its their respective Representatives. Each of Pubco, SPAC acknowledges Merger Sub and Company Merger Sub acknowledge that, except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Merger Sub in Article V IV, and the Company in Article VI, none of Pubco, the Merger Subs SPAC or the Company is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information information, to Pubco, SPAC Merger Sub and Company Merger Sub or its any of their respective Representatives (including any opinion, information or advice that may have been or may be provided to Pubco, SPAC Merger Sub and Company Merger Sub or its any of their respective Representatives by any Representative of Pubco, the Merger Subs or the CompanySPAC), including any representations or warranties regarding the probable success or profitability of the businesses business of SPAC and the Company. Each of Pubco, the SPAC Merger Subs or the Company. SPAC Sub and Company Merger Sub specifically disclaims disclaim that it is they are relying upon or has have relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company have SPAC has specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, 5.11 nothing in this Section 4.19 5.11 shall limit SPAC’s or the Company’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 1 contract
Sources: Business Combination Agreement (Tlgy Acquisition Corp)
No Other Representations. Except for the representations and warranties expressly made by SPAC Pubco and Merger Sub in this Article IV (as modified by the SPAC Purchaser Disclosure ScheduleSchedules) or as expressly set forth in any an Ancillary Document, neither SPAC nor none of Pubco or Merger Sub or any other Person on its behalf of their respective Representatives makes any express or implied representation or warranty with respect to SPAC Pubco or its businessthe Merger Sub or their respective businesses, operations, assets or Liabilities, or the Transactionstransactions contemplated by this Agreement or any of the other Ancillary Documents, and SPAC each of Pubco and Merger Sub hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC Pubco or Merger Sub or any of its their respective Representatives. SPAC acknowledges that, except Except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Pubco and Merger Sub in Article V III and this Article IV (as modified by the Purchaser Disclosure Schedules) or in an Ancillary Document, each of the Pubco and the Company in Article VI, none of Pubco, the Merger Subs or the Company is making or has made, communicated or furnished (orally or in writing) Sub hereby expressly disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to SPAC the Operating Company, Seller or its any of their respective Representatives (including any opinion, information information, projection or advice that may have been or may be provided to SPAC the Operating Company, the Seller or its any of their respective Representatives by any Representative of Pubco, the Pubco or a Merger Subs or the CompanySub), including any representations or warranties regarding the probable success or profitability of the businesses of Pubco, the Pubco or the Merger Subs or the Company. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, nothing in this Section 4.19 shall limit the Company’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the TransactionsSub.
Appears in 1 contract
Sources: Business Combination Agreement (Relativity Acquisition Corp)
No Other Representations. Except for the representations and warranties expressly made by SPAC in this Article IV III (as modified by the SPAC Disclosure ScheduleSchedules) or as expressly set forth in any an Ancillary Document, neither SPAC nor any other Person on its behalf makes any express or implied representation or warranty with respect to any of SPAC or its Merger Sub or their respective business, operations, assets or Liabilities, or the Transactionstransactions contemplated by this Agreement or any of the other Ancillary Documents, and SPAC and Merger Sub each hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC SPAC, Merger Sub or any of its their respective Representatives. SPAC acknowledges that, except Except for the representations and warranties expressly made by PubcoSPAC in this Article III (as modified by SPAC Disclosure Schedules) or in an Ancillary Document, SPAC Merger Sub or Company Merger Sub in Article V hereby expressly disclaims all liability and the Company in Article VI, none of Pubco, the Merger Subs or the Company is making or has made, communicated or furnished (orally or in writing) responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to SPAC the Company or any of its Representatives (including any opinion, information information, projection or advice that may have been or may be provided to SPAC the Company or any of its Representatives by any Representative of Pubco, the SPAC or Merger Subs or the CompanySub), including any representations or warranties regarding the probable success or profitability of the businesses of Pubco, the SPAC or Merger Subs or the Company. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, nothing in this Section 4.19 shall limit the Company’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the TransactionsSub.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Melar Acquisition Corp. I/Cayman)
No Other Representations. Except for the representations and warranties expressly made by SPAC the Seller in this Article IV VII (as modified by the SPAC Company Disclosure ScheduleSchedules) or as expressly set forth in any Ancillary Document, neither SPAC nor none of the Seller or any other Person on its the Seller’s behalf makes any express or implied representation or warranty with respect to SPAC the Seller or its any of the Seller’s business, operations, assets or Liabilities, or the Transactions, and SPAC the Seller hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC the Seller or any of its Representatives. SPAC acknowledges The Parties hereto (other than the Seller) acknowledge that, except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Merger Sub the Seller in this Article V and the Company in Article VIVII, none of Pubco, the Merger Subs or the Company Seller is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to SPAC or its Representatives any other Party (including any opinion, information information, projection or advice that may have been or may be provided to SPAC any other Party or its any Representatives by any Representative of Pubco, the Merger Subs or the Companythereof), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco, the SPAC Merger Subs Sub or the CompanySeller. SPAC Each Party, other than the Seller, specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company have Seller has specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.197.9, nothing in this Section 4.19 7.9 shall limit the CompanySPAC’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 1 contract
No Other Representations. Except for the representations and warranties expressly made by Pubco, SPAC Merger Sub and/or Company Merger Sub in Article IV V (as modified by the SPAC Pubco Disclosure ScheduleSchedules) or as expressly set forth in any Ancillary Document, neither none of Pubco, SPAC Merger Sub or Company Merger Sub nor any other Person on its behalf any of their behalves makes any express or implied representation or warranty with respect to any of Pubco, SPAC Merger Sub or its Company Merger Sub or their respective business, operations, assets or Liabilities, or the Transactions, and Pubco, SPAC Merger Sub and Company Merger Sub each hereby expressly disclaims any other representations or warranties, whether implied or made by Pubco, SPAC Merger Sub or Company Merger Sub or any of its their respective Representatives. Each of Pubco, SPAC acknowledges Merger Sub and Company Merger Sub acknowledge that, except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Merger Sub in Article V and IV, the Company in Article VIVI and the Seller in Article VII, none of PubcoSPAC, the Merger Subs Company or the Company Seller is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information information, to SPAC Pubco and the Merger Subs or its any of their respective Representatives (including any opinion, information or advice that may have been or may be provided to SPAC Pubco and the Merger Subs or its any of their respective Representatives by any Representative of PubcoSPAC, the Merger Subs Company or the CompanySeller), including any representations or warranties regarding the probable success or profitability of the businesses business of SPAC, the Company and the Seller. Each of Pubco, the SPAC Merger Subs or the Company. SPAC Sub and Company Merger Sub specifically disclaims disclaim that it is they are relying upon or has have relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that PubcoSPAC, the Merger Subs Company and the Company Seller have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, 5.12 nothing in this Section 4.19 5.12 shall limit the CompanySPAC’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 1 contract
Sources: Business Combination Agreement (Columbus Circle Capital Corp. I)
No Other Representations. Except for the representations and warranties expressly made by SPAC the Sellers in this Article IV VII (as modified by the SPAC Company Disclosure ScheduleSchedules and the Pubco Disclosure Schedules) or as expressly set forth in any Ancillary Document, neither SPAC nor none of the Sellers or any other Person on its any Sellers behalf makes any express or implied representation or warranty with respect to SPAC the Sellers or its any of the Sellers’ business, operations, assets or Liabilities, or the Transactions, and SPAC the Sellers hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC any Seller or any of its Representatives. SPAC acknowledges The Parties hereto (other than the Sellers) acknowledge that, except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Merger Sub the Sellers in this Article V and the Company in Article VIVII, none of Pubco, the Merger Subs or the Company Sellers is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to SPAC or its Representatives any other Party (including any opinion, information information, projection or advice that may have been or may be provided to SPAC any other Party or its any Representatives by any Representative of Pubco, the Merger Subs or the Companythereof), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco, the SPAC Merger Subs Sub or the CompanySellers. SPAC Each Party, other than Sellers, specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company Sellers have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.197.10, nothing in this Section 4.19 7.10 shall limit the CompanySPAC’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 1 contract
Sources: Business Combination Agreement (Cantor Equity Partners, Inc.)
No Other Representations. Except for the representations and warranties expressly made by SPAC Pubco and the Merger Subs in this Article IV (as modified by the SPAC Purchaser Disclosure ScheduleSchedules) or as expressly set forth in any an Ancillary Document, neither SPAC none of Pubco nor the Merger Subs nor any other Person on its behalf any of their behalves makes any express or implied representation or warranty with respect to SPAC Pubco or its businessthe Merger Subs or their respective businesses, operations, assets or Liabilities, or the Transactionstransactions contemplated by this Agreement or any of the other Ancillary Documents, and SPAC each of Pubco and the Merger Subs hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC Pubco or either of the Merger Subs or any of its Representativestheir respective. SPAC acknowledges that, except Except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Merger Sub in Article V Pubco and the Company in Article VI, none of Pubco, the Merger Subs or in this Article IV (as modified by the Company is making or has made, communicated or furnished (orally Purchaser Disclosure Schedules) or in writing) an Ancillary Document, each of Pubco and the Merger Subs hereby expressly disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to SPAC the Company or any of its Representatives (including any opinion, information information, projection or advice that may have been or may be provided to SPAC the Company or any of its Representatives by any Representative of Pubco, the Pubco or a Merger Subs or the CompanySub), including any representations or warranties regarding the probable success or profitability of the businesses of Pubco, the Pubco or a Merger Subs or the Company. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, nothing in this Section 4.19 shall limit the Company’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the TransactionsSub.
Appears in 1 contract
Sources: Business Combination Agreement (Mars Acquisition Corp.)
No Other Representations. Except for the representations and warranties expressly made by SPAC the Seller in this Article IV VII (as modified by the SPAC Newco Disclosure ScheduleSchedules and the Pubco Disclosure Schedules) or as expressly set forth in any Ancillary Document, neither SPAC the Seller nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC the Seller or any of its business, operations, assets or Liabilities, or the Transactions, and SPAC the Seller hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC it or any of its Representatives. SPAC acknowledges The Parties hereto (other than the Seller) acknowledge that, except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Merger Sub the Seller in this Article V and the Company in Article VI, none of PubcoVII, the Merger Subs or the Company Seller is not making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to SPAC or its Representatives any other Party (including any opinion, information information, projection or advice that may have been or may be provided to SPAC any other Party or its any Representatives by any Representative of Pubco, the Merger Subs or the Companythereof), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, the SPAC Subsidiaries, Pubco, the SPAC Merger Subs Sub or the CompanySeller. SPAC Each Party, other than the Seller, specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company Seller have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.197.10, nothing in this Section 4.19 7.10 shall limit the CompanySPAC’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 1 contract
Sources: Business Combination Agreement (Cantor Equity Partners I, Inc.)
No Other Representations. Except for the representations and warranties expressly made by SPAC Newco in this Article IV VI (as modified by the SPAC Newco Disclosure ScheduleSchedules) or as expressly set forth in any Ancillary Document, neither SPAC Newco nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC Newco or its business, operations, assets or Liabilities, or the Transactions, and SPAC Newco hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC Newco or any of its Representatives. SPAC Newco acknowledges that, except for the representations and warranties expressly made by PubcoSPAC in Article IV, Pubco and SPAC Merger Sub or Company Merger Sub in Article V and the Company Seller in Article VIVII, none of SPAC, the SPAC Subsidiaries, Pubco, the SPAC Merger Subs Sub or the Company is Seller are making or has have made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to SPAC or its Representatives Newco (including any opinion, information information, projection or advice that may have been or may be provided to SPAC Newco or its Representatives by any Representative of SPAC, the SPAC Subsidiaries, Pubco, the SPAC Merger Subs Sub or the CompanySeller), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, the SPAC Subsidiaries, Pubco, the SPAC Merger Subs Sub or the CompanySeller. SPAC Newco specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that SPAC, the SPAC Subsidiaries, Pubco, the SPAC Merger Subs Sub and the Company Seller have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.196.15, nothing in this Section 4.19 6.15 shall limit the CompanySPAC’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 1 contract
Sources: Business Combination Agreement (Cantor Equity Partners I, Inc.)
No Other Representations. Except for the representations and warranties expressly made by SPAC the Company in Article IV VI (as modified by the SPAC Company Disclosure ScheduleSchedules) or as expressly set forth in any Ancillary Document, neither SPAC the Company nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC the Company or its business, operations, assets or Liabilities, or the Transactions, and SPAC the Company hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC the Company or any of its Representatives. SPAC The Company acknowledges that, except for the representations and warranties expressly made by PubcoSPAC in Article IV, Pubco and SPAC Merger Sub or Company Merger Sub in Article V and the Company Seller in Article VIVII, none of SPAC, Pubco, the SPAC Merger Subs Sub or the Company Seller is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to SPAC or its Representatives the Company (including any opinion, information information, projection or advice that may have been or may be provided to SPAC the Company or its Representatives by any Representative of SPAC, Pubco, the SPAC Merger Subs Sub or the CompanySeller), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco, the SPAC Merger Subs Sub or the CompanySeller. SPAC The Company specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that SPAC, Pubco, the SPAC Merger Subs Sub and the Company Seller have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, 6.15 nothing in this Section 4.19 6.15 shall limit the CompanySPAC’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 1 contract
No Other Representations. Except for the representations and warranties expressly made by SPAC in Article IV (as modified by the SPAC Disclosure Schedule) or as expressly set forth in any Ancillary Document, neither SPAC nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC or its business, operations, assets or Liabilities, or the Transactions, and SPAC hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC or any of its Representatives. SPAC acknowledges that, except for the representations and warranties expressly made by Pubco, Pubco or SPAC Merger Sub or Company Merger Sub in Article V and V, the Company in Article VIVI and the Sellers in Article VII, none of Pubco, SPAC Merger Sub, the Merger Subs Company, the Sellers or the Company SoftBank is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to SPAC or its Representatives (including any opinion, information or advice that may have been or may be provided to SPAC or its Representatives by any Representative of Pubco, the SPAC Merger Subs or Sub, the Company, the Sellers or SoftBank), including any representations or warranties regarding the probable success or profitability of the businesses of Pubco, the SPAC Merger Subs or Sub, the Company, the Sellers or SoftBank. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, SPAC Merger Sub, the Merger Subs Company, the Sellers and the Company SoftBank have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, nothing in this Section 4.19 shall limit the CompanySellers’ or SoftBank’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 1 contract
Sources: Business Combination Agreement (Cantor Equity Partners, Inc.)
No Other Representations. Except for the representations and warranties expressly made by SPAC Pubco and the Merger Subs in this Article IV (as modified by the SPAC Purchaser Disclosure ScheduleSchedules) or as expressly set forth in any an Ancillary Document, neither SPAC none of Pubco nor the Merger Subs nor any other Person on its behalf any of their behalves makes any express or implied representation or warranty with respect to SPAC Pubco or its businessthe Merger Subs or their respective businesses, operations, assets or Liabilities, or the Transactionstransactions contemplated by this Agreement or any of the other Ancillary Documents, and SPAC each of Pubco and the Merger Subs hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC Pubco or either of the Merger Subs or any of its Representativestheir respective. SPAC acknowledges that, except Except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Merger Sub in Article V Pubco and the Company in Article VI, none of Pubco, the Merger Subs or in this Article IV (as modified by the Company is making or has made, communicated or furnished (orally Purchaser Disclosure Schedules) or in writing) an Ancillary Document, each of Pubco and the Merger Subs hereby expressly disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to SPAC the Company or any of its Representatives (including any opinion, information information, projection or advice that may have been or may be provided to SPAC the Company or any of its Representatives by any Representative of Pubco, the Pubco or a Merger Subs or the CompanySub), including any representations or warranties regarding the probable success or profitability of the businesses of Pubco, the Pubco or a Merger Subs or the CompanySub. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, nothing in this Section 4.19 shall limit the Company’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 1 contract
Sources: Business Combination Agreement (ScanTech AI Systems Inc.)
No Other Representations. Except for the representations and warranties expressly made by Pubco and/or SPAC Merger Sub in Article IV (as modified by the SPAC Disclosure Schedule) V or as expressly set forth in any Ancillary Document, neither none of Pubco or SPAC Merger Sub nor any other Person on its behalf any of their behalves makes any express or implied representation or warranty with respect to any of Pubco or SPAC Merger Sub or its their respective business, operations, assets or Liabilities, or the Transactions, and Pubco and SPAC Merger Sub each hereby expressly disclaims any other representations or warranties, whether implied or made by Pubco or SPAC Merger Sub or any of its their respective Representatives. Each of Pubco and SPAC acknowledges Merger Sub acknowledge that, except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Merger Sub in Article V and IV, the Company in Article VIVI and the Seller in Article VII, none of PubcoSPAC, the Merger Subs Company or the Company Seller is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information information, to Pubco and SPAC Merger Sub or its any of their respective Representatives (including any opinion, information or advice that may have been or may be provided to Pubco and SPAC Merger Sub or its any of their respective Representatives by any Representative of PubcoSPAC, the Merger Subs Company or the CompanySeller), including any representations or warranties regarding the probable success or profitability of the businesses business of PubcoSPAC, the Company and the Seller. Each of Pubco and SPAC Merger Subs or the Company. SPAC Sub specifically disclaims disclaim that it is they are relying upon or has have relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that PubcoSPAC, the Merger Subs Company and the Company Seller have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, 5.11 nothing in this Section 4.19 5.11 shall limit the CompanySPAC’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 1 contract
No Other Representations. Except for the representations and warranties expressly made by Pubco and/or SPAC Merger Sub in Article IV V (as modified by the SPAC Pubco Disclosure ScheduleSchedules) or as expressly set forth in any Ancillary Document, neither none of Pubco or SPAC Merger Sub nor any other Person on its behalf any of their behalves makes any express or implied representation or warranty with respect to any of Pubco or SPAC Merger Sub or its their respective business, operations, assets or Liabilities, or the Transactions, and Pubco and SPAC Merger Sub each hereby expressly disclaims any other representations or warranties, whether implied or made by Pubco or SPAC Merger Sub or any of its their respective Representatives. Each of Pubco and SPAC acknowledges Merger Sub acknowledge that, except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Merger Sub in Article V and IV, the Company in Article VIVI and the Sellers in Article VII, none of PubcoSPAC, the Merger Subs Company, the Sellers or the Company SoftBank is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information information, to Pubco and SPAC Merger Sub or its any of their respective Representatives (including any opinion, information or advice that may have been or may be provided to Pubco and SPAC Merger Sub or its any of their respective Representatives by any Representative of PubcoSPAC, the Merger Subs Company, the Sellers or the CompanySoftBank), including any representations or warranties regarding the probable success or profitability of the businesses business of PubcoSPAC, the Company, the Sellers and SoftBank. Each of Pubco and SPAC Merger Subs or the Company. SPAC Sub specifically disclaims disclaim that it is they are relying upon or has have relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that PubcoSPAC, the Merger Subs Company, the Sellers and the Company SoftBank have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, 5.12 nothing in this Section 4.19 5.12 shall limit the CompanySPAC’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 1 contract
Sources: Business Combination Agreement (Cantor Equity Partners, Inc.)
No Other Representations. Except for the representations and warranties expressly made by SPAC in Article IV (as modified by the SPAC Disclosure Schedule) or as expressly set forth in any Ancillary Document, neither SPAC nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC or its business, operations, assets or Liabilities, or the Transactions, and SPAC hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC or any of its Representatives. SPAC acknowledges that, except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Merger Sub in Article V and the Company in Article VI, none of Pubco, the SPAC Merger Subs Sub, Company Merger Sub, or the Company Company, is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to SPAC or its Representatives (including any opinion, information or advice that may have been or may be provided to SPAC or its Representatives by any Representative of Pubco, the SPAC Merger Subs Sub, Company Merger Sub, or the Company), including any representations or warranties regarding the probable success or profitability of the businesses of Pubco, the SPAC Merger Subs Sub, Company Merger Sub, or the Company. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the SPAC Merger Subs Sub, Company Merger Sub, and the Company Company, have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, nothing in this Section 4.19 shall limit the Company’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 1 contract
Sources: Business Combination Agreement (Tlgy Acquisition Corp)
No Other Representations. Except for the representations and warranties expressly made by SPAC Pubco in this Article IV (as modified by the SPAC Disclosure Schedule) or as expressly set forth in any an Ancillary Document, neither SPAC Pubco nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC any of Pubco or its the Merger Subs or their respective business, operations, assets or Liabilities, or the Transactionstransactions contemplated by this Agreement or any of the other Ancillary Documents, and SPAC Pubco and the Merger Subs each hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC Pubco, a Merger Sub or any of its their respective Representatives. SPAC acknowledges that, except Except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Merger Sub Pubco in this Article V and the Company in Article VI, none of Pubco, the Merger Subs or the Company is making or has made, communicated or furnished (orally IV or in writing) an Ancillary Document, Pubco hereby expressly disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to SPAC the SPAC, the Lexasure Companies or its any of their respective Representatives (including any opinion, information information, projection or advice that may have been or may be provided to SPAC the SPAC, the Lexasure Companies or its any of their respective Representatives by any Representative of Pubco, the Pubco or a Merger Subs or the CompanySub), including any representations or warranties regarding the probable success or profitability of the businesses of Pubco, the Pubco or a Merger Subs or the Company. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, nothing in this Section 4.19 shall limit the Company’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the TransactionsSub.
Appears in 1 contract
Sources: Business Combination Agreement (Capitalworks Emerging Markets Acquisition Corp)
No Other Representations. Except for the representations and warranties expressly made by SPAC contained in this Article IV III (as modified qualified by the SPAC Company Disclosure Schedule) or as expressly set forth in ), Section 9.16 and any Ancillary Documentcertificate provided pursuant to this Agreement, neither SPAC the Company nor any other Person on its behalf person makes any other express or implied representation or warranty with respect to SPAC or the Company, its business, operations, assets or Liabilities, subsidiaries or the Transactionstransactions contemplated by this Agreement, and SPAC hereby expressly each of the Founders and the Company disclaims any other representations or warranties, whether implied or made by SPAC the Founders, the Company or any of its Affiliates, officers, directors, employees, agents or other Representatives. SPAC acknowledges that, except Except for the representations and warranties expressly made contained in this Article III (as qualified by Pubcothe Company Disclosure Schedule), SPAC Merger Sub or Company Merger Sub in Article V Section 9.16 and any certificate provided pursuant to this Agreement, each of the Founders and the Company in Article VI, none of Pubco, the Merger Subs or the Company is making or has made, communicated or furnished (orally or in writing) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (whether orally or in writing, in any data room relating to SPAC the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Parent or Merger Sub or in any other form in consideration for investigation of the transactions contemplated by this Agreement) to Parent or its Affiliates or Representatives (including any opinion, information information, forecast, projection or advice that may have been or may be provided to SPAC Parent or its Affiliates or Representatives by any director, officer, employee, agent, consultant or other Representative of Pubcothe Company or any of its Affiliates). Except for the representations and warranties contained in this Article III (as qualified by the Company Disclosure Schedule), Section 9.16 and any certificate provided pursuant to this Agreement, the Merger Subs or the Company), including any Company makes no representations or warranties to Parent, Merger Sub or their respective Affiliates or Representatives regarding (i) merchantability or fitness for any particular purpose or (ii) the probable success or profitability of the businesses Company or any of Pubco, the Merger Subs or the Company. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, nothing in this Section 4.19 shall limit the Company’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactionsits subsidiaries.
Appears in 1 contract
No Other Representations. Except for the representations and warranties expressly made by SPAC in Article IV IV (as modified by the SPAC Disclosure Schedule) or as expressly set forth in any Ancillary Document, neither SPAC nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC or its business, operations, assets or Liabilities, or the Transactions, and SPAC hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC or any of its Representatives. SPAC acknowledges that, except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Merger Sub in Article V and V, the Company in Article VIVI and the Seller in Article VII, none of Pubco, the Merger Subs Subs, the Company or the Company Seller is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to SPAC or its Representatives (including any opinion, information or advice that may have been or may be provided to SPAC or its Representatives by any Representative of Pubcothe Merger Subs, the Merger Subs Company or the CompanySeller), including any representations or warranties regarding the probable success or profitability of the businesses of Pubco, the Merger Subs Subs, the Company or the CompanySeller. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs Subs, the Company and the Company Seller have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.194.19, nothing in this Section 4.19 4.19 shall limit the CompanySeller’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 1 contract
Sources: Business Combination Agreement (Columbus Circle Capital Corp. I)
No Other Representations. Except for the representations and warranties expressly made by SPAC the Company in Article IV VI (as modified by the SPAC Company Disclosure ScheduleSchedules) or as expressly set forth in any Ancillary Document, neither SPAC the Company nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC the Company or its business, operations, assets or Liabilities, or the Transactions, and SPAC the Company hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC the Company or any of its Representatives. SPAC The Company acknowledges that, except for the representations and warranties expressly made by SPAC in Article IV, Pubco, SPAC Merger Sub or and Company Merger Sub in Article V V and the Company Seller in Article VIVII, none of SPAC, Pubco, the Merger Subs or the Company Seller is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to SPAC or its Representatives the Company (including any opinion, information information, projection or advice that may have been or may be provided to SPAC the Company or its Representatives by any Representative of SPAC, Pubco, the Merger Subs or the CompanySeller), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco, the Merger Subs or the CompanySeller. SPAC The Company specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that SPAC, Pubco, the Merger Subs and the Company Seller have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, 6.16 nothing in this Section 4.19 6.16 shall limit the CompanySPAC’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.
Appears in 1 contract
Sources: Business Combination Agreement (Columbus Circle Capital Corp. I)
No Other Representations. Except for the representations and warranties expressly made by SPAC contained in this Article IV (as modified qualified by the SPAC Parent Disclosure ScheduleSchedule and the Parent SEC Documents) or as expressly set forth in any Ancillary Document, neither SPAC Parent nor Merger Sub nor any other Person on its behalf makes any other express or implied representation or warranty with respect to SPAC Parent or its businessMerger Sub, operations, assets or Liabilities, any of their respective Subsidiaries or the Transactionstransactions contemplated by this Agreement, and SPAC hereby expressly each of Parent and Merger Sub disclaims any other representations or warranties, whether implied or made by SPAC Parent, Merger Sub or any of its their respective Affiliates, officers, directors, employees, agents or other Representatives. SPAC acknowledges that, except Except for the representations and warranties expressly made contained in this Article IV (as qualified by Pubcothe Parent Disclosure Schedule and the Parent SEC Documents), SPAC each of Parent and Merger Sub or Company Merger Sub in Article V hereby disclaims all liability and the Company in Article VI, none of Pubco, the Merger Subs or the Company is making or has made, communicated or furnished (orally or in writing) responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (whether orally or in writing, in any data room relating to SPAC the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of the Company or in any other form in consideration for investigation of the transactions contemplated by this Agreement) to the Company or its Affiliates or Representatives (including any opinion, information information, forecast, projection or advice that may have been or may be provided to SPAC the Company or its Affiliates or Representatives by any director, officer, employee, agent, consultant or other Representative of PubcoParent, the Merger Subs Sub or the Companyany of their respective Affiliates), including any . Parent and Merger Sub make no representations or warranties to the Company or any of its Affiliates or Representatives regarding (i) merchantability or fitness for any particular purpose or (ii) the probable success or profitability of the businesses Parent, Merger Sub or any of Pubco, the Merger Subs or the Company. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, nothing in this Section 4.19 shall limit the Company’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactionstheir respective Subsidiaries.
Appears in 1 contract