Common use of No Other Representations Clause in Contracts

No Other Representations. Except for the representations and warranties expressly made by the Company in Article VI (as modified by the Company Disclosure Schedules) or as expressly set forth in any Ancillary Document, neither the Company nor any other Person on its behalf makes any express or implied representation or warranty with respect to the Company or its business, operations, assets or Liabilities, or the Transactions, and the Company hereby expressly disclaims any other representations or warranties, whether implied or made by the Company or any of its Representatives. The Company acknowledges that, except for the representations and warranties expressly made by SPAC in Article IV, Pubco, SPAC Merger Sub and Company Merger Sub in Article V, none of SPAC, Pubco or the Merger Subs is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to the Company (including any opinion, information, projection or advice that may have been or may be provided to the Company or its Representatives by any Representative of SPAC, Pubco or the Merger Subs), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco or the Merger Subs. 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 and the Merger Subs have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 nothing in this Section 6.26 shall limit SPAC’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 the Pubco, SPAC Merger Sub and/or Company Merger Sub in Article VI V (as modified by the Company Pubco Disclosure Schedules) or as expressly set forth in any Ancillary Document, neither the 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 the any of Pubco, SPAC Merger Sub or Company Merger Sub or its their respective business, operations, assets or Liabilities, or the Transactions, and the Pubco, SPAC Merger Sub and Company Merger Sub each hereby expressly disclaims any other representations or warranties, whether implied or made by the Pubco, SPAC Merger Sub or Company Merger Sub or any of its their respective Representatives. The Each of Pubco, SPAC Merger Sub and Company acknowledges Merger Sub acknowledge that, except for the representations and warranties expressly made by SPAC in Article IV, Pubco, SPAC Merger Sub IV and the Company Merger Sub in Article VVI, none of SPAC, Pubco SPAC or the Merger Subs Company is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information information, to Pubco and the Company Merger Subs or any of their respective Representatives (including any opinion, information, projection information or advice that may have been or may be provided to Pubco and the Company Merger Subs or its any of their respective Representatives by any Representative of SPAC, Pubco SPAC or the Merger SubsCompany), including any representations or warranties regarding the probable success or profitability of the businesses business of SPACSPAC and the Company. Each of Pubco, Pubco or the SPAC Merger Subs. The 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 SPAC, Pubco SPAC and the Merger Subs Company have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 5.11 nothing in this Section 6.26 5.11 shall limit SPAC’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 the Company SPAC in Article VI IV (as modified by the Company SPAC Disclosure SchedulesSchedule) or as expressly set forth in any Ancillary Document, neither the Company SPAC nor any other Person on its behalf makes any express or implied representation or warranty with respect to the Company SPAC or its business, operations, assets or Liabilities, or the Transactions, and the Company SPAC hereby expressly disclaims any other representations or warranties, whether implied or made by the Company SPAC or any of its Representatives. The Company SPAC acknowledges that, except for the representations and warranties expressly made by SPAC in Article IV, Pubco, SPAC Merger Sub and or Company Merger Sub in Article VV and the Company in Article VI, none of SPACPubco, 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 the Company SPAC or its Representatives (including any opinion, information, projection information or advice that may have been or may be provided to the Company SPAC or its Representatives by any Representative of SPACPubco, Pubco the Merger Subs or the Merger SubsCompany), including any representations or warranties regarding the probable success or profitability of the businesses of SPACPubco, Pubco the Merger Subs or the Merger SubsCompany. 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 SPACPubco, Pubco and the Merger Subs and the Company have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 4.19, nothing in this Section 6.26 4.19 shall limit SPACthe 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 the Company Pubco in this Article VI (as modified by the Company Disclosure Schedules) IV or as expressly set forth in any an Ancillary Document, neither the Company Pubco nor any other Person on its behalf makes any express or implied representation or warranty with respect to any of Pubco or the Company Merger Subs or its their respective business, operations, assets or Liabilities, or the Transactionstransactions contemplated by this Agreement or any of the other Ancillary Documents, and Pubco and the Company Merger Subs each hereby expressly disclaims any other representations or warranties, whether implied or made by the Company Pubco, a Merger Sub or any of its their respective Representatives. The Company acknowledges that, except Except for the representations and warranties expressly made by SPAC Pubco in this Article IV, Pubco, SPAC Merger Sub and Company Merger Sub IV or in Article V, none of SPACan Ancillary Document, Pubco or the Merger Subs is making or has made, communicated or furnished (orally or in writing) 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 the Company SPAC, the Target Companies or any of their respective Representatives (including any opinion, information, projection or advice that may have been or may be provided to the Company SPAC, the Target Companies or its any of their respective Representatives by any Representative of SPAC, Pubco or the a Merger SubsSub), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco or the a Merger Subs. 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 and the Merger Subs have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 nothing in this Section 6.26 shall limit SPAC’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 the representations and warranties expressly made by the Company Purchaser Parties in this Article VI III (as modified by the Company Purchaser Disclosure Schedules) or as expressly set forth in any an Ancillary Document, neither none of the Company Purchaser Parties nor any other Person on its behalf any of their behalves makes any express or implied representation or warranty with respect to any of the Company or its businessPurchaser 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 the Company Purchaser Parties hereby expressly disclaims disclaim any other representations or warranties, whether implied or made by the Company Purchaser Parties or any of its their respective Representatives. The Company acknowledges that, except Except for the representations and warranties expressly made by SPAC the Purchaser Parties in this Article IV, Pubco, SPAC Merger Sub and Company Merger Sub in Article V, none of SPAC, Pubco or III (as modified by the Merger Subs is making or has made, communicated or furnished (orally Purchaser Disclosure Schedules) or in writing) an Ancillary Document, the 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 the Company Company, the Seller Representative or any of their respective Representatives (including any opinion, information, projection or advice that may have been or may be provided to the Company Company, the Seller Representative or its any of their respective Representatives by any Representative of SPAC, Pubco or the Merger SubsPurchaser Parties), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco or the Merger Subs. 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 and the Merger Subs have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 nothing in this Section 6.26 shall limit SPAC’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 the Company contained in this Article VI III (as modified qualified by the Company Disclosure Schedules) or as expressly set forth in Schedule), Section 9.16 and any Ancillary Documentcertificate provided pursuant to this Agreement, neither the Company nor any other Person on its behalf person makes any other express or implied representation or warranty with respect to the Company or Company, its business, operations, assets or Liabilities, subsidiaries or the Transactionstransactions contemplated by this Agreement, and each of the Founders and the Company hereby expressly disclaims any other representations or warranties, whether implied or made by the Founders, the Company or any of its Affiliates, officers, directors, employees, agents or other Representatives. The Company acknowledges that, except Except for the representations and warranties expressly made contained in this Article III (as qualified by SPAC in Article IVthe Company Disclosure Schedule), PubcoSection 9.16 and any certificate provided pursuant to this Agreement, SPAC Merger Sub each of the Founders and the Company Merger Sub in Article V, none of SPAC, Pubco or the Merger Subs 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 the Company 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, forecast, projection or advice that may have been or may be provided to Parent or its Affiliates or Representatives by any director, officer, employee, agent, consultant or other Representative of the Company or any of its Representatives Affiliates). Except for the representations and warranties contained in this Article III (as qualified by any Representative of SPAC, Pubco or the Merger SubsCompany Disclosure Schedule), including Section 9.16 and any certificate provided pursuant to this Agreement, the 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 SPAC, Pubco or the Merger Subs. 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 and the Merger Subs have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 nothing in this Section 6.26 shall limit SPAC’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

Sources: Merger Agreement (Prudential Financial Inc)

No Other Representations. Except for the representations and warranties expressly made by the Company in Article VI (as modified by the Company Disclosure Schedules) or as expressly set forth in any Ancillary Document, neither the Company nor any other Person on its behalf makes any express or implied representation or warranty with respect to the Company or its business, operations, assets or Liabilities, or the Transactions, and the Company hereby expressly disclaims any other representations or warranties, whether implied or made by the Company or any of its Representatives. The Company acknowledges that, except for the representations and warranties expressly made by SPAC in Article IV, Pubco, Pubco and SPAC Merger Sub and Company Merger Sub in Article VV and the Sellers in Article VII, none of SPAC, Pubco Pubco, SPAC Merger Sub, the Sellers or the Merger Subs SoftBank is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to the Company (including any opinion, information, projection or advice that may have been or may be provided to the Company or its Representatives by any Representative of SPAC, Pubco Pubco, SPAC Merger Sub, the Sellers or the Merger SubsSoftBank), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco Pubco, SPAC Merger Sub, the Sellers or the Merger SubsSoftBank. 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 Pubco, SPAC Merger Sub, the Sellers and the Merger Subs SoftBank have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 6.14 nothing in this Section 6.26 6.14 shall limit SPAC’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. (a) Except for the representations and warranties expressly made by contained in this Article V and in the Company in Article VI (as modified by the Company Disclosure Schedules) or as expressly set forth in any Ancillary DocumentTransaction Documents, neither the Company Parent, Merger Sub nor Second Merger Sub, nor any other Person on its behalf person, has made or makes any other express or implied representation or warranty with at law or in equity, either written or oral in respect to of the Company Parent or its businessbusiness or the Merger Sub or Second Merger Sub or any of their respective businesses, operations, assets assets, liabilities, conditions (financial or Liabilitiesotherwise) or prospects in connection with this Agreement and the Transactions (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable Law, including the warranties of merchantability and fitness for a particular purpose. Any such other representation or warranty is hereby expressly disclaimed by each of the Company and Newtek on behalf of itself and its respective Affiliates. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.26 shall limit, or the Transactionsshall be construed or deemed to limit in any way whatsoever, and the Company hereby expressly disclaims any right or remedy of any person against any other representations or warrantiesperson in the event of Fraud. (b) Each of the Parent, whether implied or made by the Company or any of its Representatives. The Company acknowledges that, Merger Sub and Second Merger Sub acknowledge and agree that except for the representations and warranties expressly made by SPAC contained in Article IVIV and Article VI (including the related portions of the Company Disclosure Schedule) and in the Transaction Documents, Pubconeither Newtek, SPAC Merger Sub and the Company Merger Sub in Article V, none of SPAC, Pubco nor any other person has made or the Merger Subs is making makes any other express or has made, communicated implied representation or furnished (orally warranty at law or in writing) any representationequity, warrantyeither written or oral, projectionin respect of Newtek, forecast, statement or information to the Company or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement and the Transactions (including any opinion, information, projection or advice that may have been or may be provided to the Company or its Representatives by any Representative of SPAC, Pubco or the Merger Subs), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco or the Merger Subs. The Company specifically disclaims that it is relying upon or has relied upon any such other representations and implied warranties that may have been made by any Person and acknowledges and agrees that SPAC, Pubco and otherwise be applicable because of the Merger Subs have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 nothing in this Section 6.26 shall limit SPAC’s remedies with respect to Fraud Claims in connection withthe Uniform Commercial Code or any other applicable Law, or arising out including the warranties of this Agreement, the Ancillary Documents or the Transactionsmerchantability and fitness for a particular purpose).

Appears in 1 contract

Sources: Merger Agreement (Paltalk, Inc.)

No Other Representations. Except for the representations and warranties expressly made by the Company in Article VI (as modified by the Company Disclosure Schedules) or as expressly set forth in any Ancillary Document, neither the Company nor any other Person on its behalf makes any express or implied representation or warranty with respect to the Company or its business, operations, assets or Liabilities, or the Transactions, and the Company hereby expressly disclaims any other representations or warranties, whether implied or made by the Company or any of its Representatives. 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 Pubco, SPAC Merger Sub or the Company Merger Subs Sub is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to the Company (including any opinion, information, projection or advice that may have been or may be provided to the Company or its Representatives by any Representative of SPAC, Pubco Pubco, SPAC Merger Sub or the Company Merger SubsSub,), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco Pubco, SPAC Merger Sub or the Company Merger SubsSub. 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 Pubco, SPAC Merger Sub and the Company Merger Subs Sub have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 6.15 nothing in this Section 6.26 6.15 shall limit SPAC’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 the Company Sellers in this Article VI VII (as modified by the Company Disclosure Schedules and the Pubco Disclosure Schedules) or as expressly set forth in any Ancillary Document, neither none of the Company nor Sellers or any other Person on its any Sellers behalf makes any express or implied representation or warranty with respect to the Company Sellers or its any of the Sellers’ business, operations, assets or Liabilities, or the Transactions, and the Company Sellers hereby expressly disclaims any other representations or warranties, whether implied or made by the Company any Seller or any of its Representatives. The Company acknowledges Parties hereto (other than the Sellers) acknowledge that, except for the representations and warranties expressly made by SPAC the Sellers in this Article IV, Pubco, SPAC Merger Sub and Company Merger Sub in Article VVII, none of SPAC, Pubco or the Merger Subs Sellers is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to the Company any other Party (including any opinion, information, projection or advice that may have been or may be provided to the Company any other Party or its any Representatives by any Representative of SPAC, Pubco or the Merger Substhereof), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco Pubco, SPAC Merger Sub or the Merger SubsSellers. The Company 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 SPAC, Pubco and the Merger Subs Sellers have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 7.10, nothing in this Section 6.26 7.10 shall limit SPAC’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 and the Company Merger Subs in this Article VI IV (as modified by the Company Purchaser Disclosure Schedules) or as expressly set forth in any an Ancillary Document, neither none of Pubco nor the Company Merger Subs nor any other Person on its behalf any of their behalves makes any express or implied representation or warranty with respect to Pubco or the Company Merger Subs or its businesstheir respective businesses, operations, assets or Liabilities, or the Transactionstransactions contemplated by this Agreement or any of the other Ancillary Documents, and each of Pubco and the Company Merger Subs hereby expressly disclaims any other representations or warranties, whether implied or made by Pubco or either of the Company Merger Subs or any of its Representativestheir respective. The Company acknowledges that, except Except for the representations and warranties expressly made by SPAC in Article IV, Pubco, SPAC Merger Sub Pubco and Company Merger Sub in Article V, none of SPAC, Pubco or the Merger Subs is making or has made, communicated or furnished in this Article IV (orally as modified by the 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 the Company or any of its Representatives (including any opinion, information, projection or advice that may have been or may be provided to the Company or any of its Representatives by any Representative of SPAC, Pubco or the a Merger SubsSub), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco or the a Merger Subs. 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 and the Merger Subs have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 nothing in this Section 6.26 shall limit SPAC’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 the Company Purchaser in this Article VI IV (as modified by the Company Purchaser Disclosure Schedules) or as expressly set forth in any an Ancillary Document, neither the Company Purchaser nor any other Person on its behalf makes any express or implied representation or warranty with respect to the Company Purchaser or its business, operations, assets or Liabilities, or the Transactionstransactions contemplated by this Agreement or any of the other Ancillary Documents, and the Company Purchaser hereby expressly disclaims any other representations or warranties, whether implied or made by the Company Purchaser or any of its Representatives. The Company acknowledges that, except Except for the representations and warranties expressly made by SPAC the Purchaser in this Article IV, Pubco, SPAC Merger Sub and Company Merger Sub in Article V, none of SPAC, Pubco or IV (as modified by the Merger Subs is making or has made, communicated or furnished (orally Purchaser Disclosure Schedules) or in writing) an Ancillary Document, the 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 the Company Target Companies, Pubco, the Sellers or any of their respective Representatives (including any opinion, information, projection or advice that may have been or may be provided to the Company Target Companies, Pubco, the Sellers or its any of their respective Representatives by any Representative of SPAC, Pubco or the Merger SubsPurchaser), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco or the Merger Subs. 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 and the Merger Subs have specifically disclaimed any such other representations and warrantiesPurchaser. Notwithstanding the foregoing provisions of this Section 6.26 (but subject to Sections 11.1, 12.1 and 12.2), nothing in this Section 6.26 4.22 shall limit SPACor 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 the Company SPAC in Article VI ‎IV (as modified by the Company SPAC Disclosure SchedulesSchedule) or as expressly set forth in any Ancillary Document, neither the Company SPAC nor any other Person on its behalf makes any express or implied representation or warranty with respect to the Company SPAC or its business, operations, assets or Liabilities, or the Transactions, and the Company SPAC hereby expressly disclaims any other representations or warranties, whether implied or made by the Company SPAC or any of its Representatives. The Company SPAC acknowledges that, except for the representations and warranties expressly made by SPAC in Article IV, Pubco, SPAC Merger Sub and or Company Merger Sub in Article V‎V, the Company in Article ‎VI and the Seller in Article ‎VII, none of SPACPubco, Pubco the Merger Subs, the Company or the Merger Subs Seller is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to the Company SPAC or its Representatives (including any opinion, information, projection information or advice that may have been or may be provided to the Company SPAC or its Representatives by any Representative of SPAC, Pubco or the Merger Subs, the Company or the Seller), including any representations or warranties regarding the probable success or profitability of the businesses of SPACPubco, Pubco or the Merger Subs, the Company or the Seller. 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 SPACPubco, Pubco the Merger Subs, the Company and the Merger Subs Seller have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 ‎4.19, nothing in this Section 6.26 ‎4.19 shall limit SPACthe Seller’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 the Company in Article VI ‎VI (as modified by the Company Disclosure Schedules) or as expressly set forth in any Ancillary Document, neither the Company nor any other Person on its behalf makes any express or implied representation or warranty with respect to the Company or its business, operations, assets or Liabilities, or the Transactions, and the Company hereby expressly disclaims any other representations or warranties, whether implied or made by the Company or any of its Representatives. The Company acknowledges that, except for the representations and warranties expressly made by SPAC in Article IV‎IV, Pubco, SPAC Merger Sub and Company Merger Sub in Article V‎V and the Seller in Article ‎VII, none of SPAC, Pubco or Pubco, the Merger Subs or the Seller is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to the Company (including any opinion, information, projection or advice that may have been or may be provided to the Company or its Representatives by any Representative of SPAC, Pubco Pubco, the Merger Subs or the Merger SubsSeller), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco Pubco, the Merger Subs or the Merger SubsSeller. 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 and Pubco, the Merger Subs and the Seller have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 ‎6.16 nothing in this Section 6.26 ‎6.16 shall limit SPAC’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 the Company Pubco in this Article VI (as modified by the Company Disclosure Schedules) IV or as expressly set forth in any an Ancillary Document, neither the Company Pubco nor any other Person on its behalf makes any express or implied representation or warranty with respect to any of Pubco or the Company Merger Subs or its their respective business, operations, assets or Liabilities, or the Transactionstransactions contemplated by this Agreement or any of the other Ancillary Documents, and Pubco and the Company Merger Subs each hereby expressly disclaims any other representations or warranties, whether implied or made by the Company Pubco, a Merger Sub or any of its their respective Representatives. The Company acknowledges that, except Except for the representations and warranties expressly made by SPAC Pubco in this Article IV, Pubco, SPAC Merger Sub and Company Merger Sub IV or in Article V, none of SPACan Ancillary Document, Pubco or the Merger Subs is making or has made, communicated or furnished (orally or in writing) 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 the Company SPAC, the Lexasure Companies or any of their respective Representatives (including any opinion, information, projection or advice that may have been or may be provided to the Company SPAC, the Lexasure Companies or its any of their respective Representatives by any Representative of SPAC, Pubco or the a Merger SubsSub), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco or the a Merger Subs. 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 and the Merger Subs have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 nothing in this Section 6.26 shall limit SPAC’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. Notwithstanding anything to the contrary set forth in Section 4.06 or elsewhere herein or in the Original Merger Agreement, TWG and TWG Re acknowledge that neither Purchaser nor Merger Sub has made any representation or warranty herein or in the Original Merger Agreement to the effect that Purchaser Actuarial Reserves are or will be sufficient or adequate for the purposes for which they were established or that Purchaser Actuarial Reserves may not develop adversely or that the reinsurance recoverables taken into account in determining the amount of Purchaser Actuarial Reserves will be collectible. Except for the representations and warranties expressly made by the Company contained in Article VI (as modified by the Company Disclosure Schedules) IV or as expressly set forth in any Ancillary Documentcertificate delivered pursuant to Section 6.02(d), TWG and TWG Re acknowledge that neither the Company Purchaser nor Merger Sub nor any other Person on its behalf of Purchaser or Merger Sub makes or has made any express or implied representation or warranty with respect to the Company Purchaser, Purchaser’s Subsidiaries or their respective businesses or with respect to any other information provided to TWG Re, TWG or its business, operations, assets Representatives or Liabilities, or Affiliates in connection with the Transactionstransactions contemplated hereby, and the Company hereby expressly disclaims neither TWG, TWG’s Subsidiaries or TWG Re is relying on any representation or warranty with respect to Purchaser and its Subsidiaries, other representations or warranties, whether implied or made by the Company or any of its Representatives. The Company acknowledges that, except for than the representations and warranties expressly made by SPAC contained in Article IV, Pubco, SPAC Merger Sub and Company Merger Sub in Article V, none of SPAC, Pubco IV or the Merger Subs is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information certificate delivered pursuant to the Company (including any opinion, information, projection or advice that may have been or may be provided to the Company or its Representatives by any Representative of SPAC, Pubco or the Merger SubsSection 6.02(d), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco or the Merger Subs. 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 and the Merger Subs have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 nothing in this Section 6.26 shall limit SPAC’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: Merger Agreement (Assurant Inc)

No Other Representations. Except for the representations and warranties expressly made by the Company SPAC in Article VI IV (as modified by the Company SPAC Disclosure SchedulesSchedule) or as expressly set forth in any Ancillary Document, neither the Company SPAC nor any other Person on its behalf makes any express or implied representation or warranty with respect to the Company SPAC or its business, operations, assets or Liabilities, or the Transactions, and the Company SPAC hereby expressly disclaims any other representations or warranties, whether implied or made by the Company SPAC or any of its Representatives. The Company SPAC acknowledges that, except for the representations and warranties expressly made by SPAC in Article IV, Pubco, SPAC Merger Sub and or Company Merger Sub in Article VV and the Company in Article VI, none of SPACPubco, Pubco SPAC Merger Sub, Company Merger Sub, or the Merger Subs Company, is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to the Company SPAC or its Representatives (including any opinion, information, projection information or advice that may have been or may be provided to the Company SPAC or its Representatives by any Representative of SPACPubco, Pubco SPAC Merger Sub, Company Merger Sub, or the Merger SubsCompany), including any representations or warranties regarding the probable success or profitability of the businesses of SPACPubco, Pubco SPAC Merger Sub, Company Merger Sub, or the Merger SubsCompany. 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 SPACPubco, Pubco SPAC Merger Sub, Company Merger Sub, and the Merger Subs Company, have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 nothing in this Section 6.26 shall limit SPAC’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 the Company SPAC in Article VI IV (as modified by the Company SPAC Disclosure SchedulesSchedule) or as expressly set forth in any Ancillary Document, neither the Company SPAC nor any other Person on its behalf makes any express or implied representation or warranty with respect to the Company SPAC or its business, operations, assets or Liabilities, or the Transactions, and the Company SPAC hereby expressly disclaims any other representations or warranties, whether implied or made by the Company SPAC or any of its Representatives. The Company SPAC acknowledges that, except for the representations and warranties expressly made by Pubco or SPAC in Article IV, Pubco, SPAC Merger Sub and Company Merger Sub in Article V, the Company in Article VI and the Sellers in Article VII, none of SPACPubco, Pubco SPAC Merger Sub, the Company, the Sellers or the Merger Subs SoftBank is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to the Company SPAC or its Representatives (including any opinion, information, projection information or advice that may have been or may be provided to the Company SPAC or its Representatives by any Representative of SPACPubco, Pubco SPAC Merger Sub, the Company, the Sellers or the Merger SubsSoftBank), including any representations or warranties regarding the probable success or profitability of the businesses of SPACPubco, Pubco SPAC Merger Sub, the Company, the Sellers or the Merger SubsSoftBank. 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 SPACPubco, Pubco SPAC Merger Sub, the Company, the Sellers and the Merger Subs SoftBank have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 4.19, nothing in this Section 6.26 4.19 shall limit SPACthe Sellers’ 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 the Company Seller in this Article VI ‎VII (as modified by the Company Disclosure Schedules and the Pubco Disclosure Schedules) or as expressly set forth in any Ancillary Document, neither the Company Seller nor any other Person on its the Seller’s behalf makes any express or implied representation or warranty with respect to the Company Seller or its any of the Seller’s business, operations, assets or Liabilities, or the Transactions, and the Company Seller hereby expressly disclaims any other representations or warranties, whether implied or made by the Company Seller or any of its Representatives. The Company acknowledges Parties hereto (other than the Seller) acknowledge that, except for the representations and warranties expressly made by SPAC the Seller in this Article IV‎VII, Pubco, SPAC Merger Sub the Seller is not making and Company Merger Sub in Article V, none of SPAC, Pubco or the Merger Subs is making or has not made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to the Company any other Party (including any opinion, information, projection or advice that may have been or may be provided to the Company any other Party or its any Representatives by any Representative of SPAC, Pubco or the Merger Substhereof), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco Pubco, the Merger Subs or the Merger SubsSeller. The Company 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 SPAC, Pubco and the Merger Subs have Seller has specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 ‎7.9, nothing in this Section 6.26 ‎7.9 shall limit SPAC’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 the Company Seller in this Article VI VII (as modified by the Company Disclosure Schedules) or as expressly set forth in any Ancillary Document, neither none of the Company nor Seller or any other Person on its the Seller’s behalf makes any express or implied representation or warranty with respect to the Company Seller or its any of the Seller’s business, operations, assets or Liabilities, or the Transactions, and the Company Seller hereby expressly disclaims any other representations or warranties, whether implied or made by the Company Seller or any of its Representatives. The Company acknowledges Parties hereto (other than the Seller) acknowledge that, except for the representations and warranties expressly made by SPAC the Seller in this Article IV, Pubco, SPAC Merger Sub and Company Merger Sub in Article VVII, none of SPAC, Pubco or the Merger Subs Seller is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to the Company any other Party (including any opinion, information, projection or advice that may have been or may be provided to the Company any other Party or its any Representatives by any Representative of SPAC, Pubco or the Merger Substhereof), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco Pubco, SPAC Merger Sub or the Merger SubsSeller. The Company 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 SPAC, Pubco and the Merger Subs have Seller has specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 7.9, nothing in this Section 6.26 7.9 shall limit SPAC’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 (Dynamix Corp)

No Other Representations. Except for the representations and warranties expressly made by the Company Purchaser in this Article VI (as modified by the Company Disclosure Schedules) III or as expressly set forth in any an Ancillary Document, neither the Company Purchaser, nor any other Person on its behalf makes any express or implied representation or warranty with respect to any of the Company or its businessPurchaser, operationsthe Purchaser Representative, assets or Liabilitiesthe Purchaser Securities, the business of the Purchaser, or the Transactionstransactions contemplated by this Agreement or any of the other Ancillary Documents, and the Company Purchaser hereby expressly disclaims any other representations or warranties, whether implied or made by the Company Purchaser or any of its respective Representatives. The Company acknowledges that, except Except for the representations and warranties expressly made by SPAC the Purchaser in this Article IV, Pubco, SPAC Merger Sub and Company Merger Sub in Article V, none of SPAC, Pubco or III (as modified by the Merger Subs is making or has made, communicated or furnished (orally Purchaser Disclosure Schedules) or in writing) an Ancillary Document, the 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 the Target Companies, the Company Security Holders or any of their respective Representatives (including any opinion, information, projection or advice that may have been or may be provided to the Target Companies, the Company Security Holders or its any of their respective Representatives by any Representative of SPAC, Pubco or the Merger SubsPurchaser), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco or the Merger Subs. 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 and the Merger Subs have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 nothing in this Section 6.26 shall limit SPAC’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the TransactionsPurchaser.

Appears in 1 contract

Sources: Merger Agreement (Galileo Acquisition Corp.)

No Other Representations. Except for the representations and warranties expressly made by the Company Seller in this Article VI VII (as modified by the Company Newco Disclosure Schedules and the Pubco Disclosure Schedules) or as expressly set forth in any Ancillary Document, neither the Company Seller nor any other Person on its behalf makes any express or implied representation or warranty with respect to the Company Seller or any of its business, operations, assets or Liabilities, or the Transactions, and the Company Seller hereby expressly disclaims any other representations or warranties, whether implied or made by the Company it or any of its Representatives. The Company acknowledges Parties hereto (other than the Seller) acknowledge that, except for the representations and warranties expressly made by SPAC the Seller in this Article IVVII, Pubco, SPAC Merger Sub and Company Merger Sub in Article V, none of SPAC, Pubco or the Merger Subs Seller is not making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to the Company any other Party (including any opinion, information, projection or advice that may have been or may be provided to the Company any other Party or its any Representatives by any Representative of SPAC, Pubco or the Merger Substhereof), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco the SPAC Subsidiaries, Pubco, SPAC Merger Sub or the Merger SubsSeller. The Company 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 SPAC, Pubco and the Merger Subs Seller have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 7.10, nothing in this Section 6.26 7.10 shall limit SPAC’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 contained in this Article IV (as qualified by the Company in Article VI (as modified by Parent Disclosure Schedule and the Company Disclosure SchedulesParent SEC Documents) or as expressly set forth in any Ancillary Document, neither the Company Parent nor Merger Sub nor any other Person on its behalf makes any other express or implied representation or warranty with respect to the Company Parent or its businessMerger Sub, operations, assets or Liabilities, any of their respective Subsidiaries or the Transactionstransactions contemplated by this Agreement, and the Company hereby expressly each of Parent and Merger Sub disclaims any other representations or warranties, whether implied or made by the Company Parent, Merger Sub or any of its their respective Affiliates, officers, directors, employees, agents or other Representatives. The Company acknowledges that, except Except for the representations and warranties expressly made contained in this Article IV (as qualified by SPAC in Article IVthe Parent Disclosure Schedule and the Parent SEC Documents), Pubco, SPAC each of Parent and Merger Sub hereby disclaims all liability and Company Merger Sub in Article V, none of SPAC, Pubco or the Merger Subs 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 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, forecast, projection or advice that may have been or may be provided to the Company or its Affiliates or Representatives by any director, officer, employee, agent, consultant or other Representative of SPACParent, Pubco Merger Sub or the any of their respective Affiliates). Parent and Merger Subs), including any 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 SPAC, Pubco or the Merger Subs. 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 and the Merger Subs have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 nothing in this Section 6.26 shall limit SPAC’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

Sources: Merger Agreement (Rent a Center Inc De)

No Other Representations. Except for the representations and warranties expressly made by the Company SPAC in this Article VI III (as modified by the Company SPAC Disclosure Schedules) or as expressly set forth in any an Ancillary Document, neither the Company SPAC nor any other Person on its behalf makes any express or implied representation or warranty with respect to the Company 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 the Company SPAC and Merger Sub each hereby expressly disclaims any other representations or warranties, whether implied or made by the Company SPAC, Merger Sub or any of its their respective Representatives. The Company acknowledges that, except Except for the representations and warranties expressly made by SPAC in this Article IV, PubcoIII (as modified by SPAC Disclosure Schedules) or in an Ancillary Document, SPAC Merger Sub hereby expressly disclaims all liability and Company Merger Sub in Article V, none of SPAC, Pubco or the Merger Subs 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 the Company or any of its Representatives (including any opinion, information, projection or advice that may have been or may be provided to the Company or any of its Representatives by any Representative of SPAC, Pubco SPAC or the Merger SubsSub), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco SPAC or the Merger Subs. 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 and the Merger Subs have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 nothing in this Section 6.26 shall limit SPAC’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 the Company Purchaser Parties in this Article VI III (as modified by the Company Purchaser Disclosure Schedules) or as expressly set forth in any an Ancillary Document, neither none of the Company Purchaser Parties nor any other Person on its behalf any of their behalves makes any express or implied representation or warranty with respect to any of the Company or its businessPurchaser 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 the Company Purchaser Parties hereby expressly disclaims disclaim any other representations or warranties, whether implied or made by the Company Purchaser Parties or any of its their respective Representatives. The Company acknowledges that, except Except for the representations and warranties expressly made by SPAC the Purchaser Parties in this Article IV, Pubco, SPAC Merger Sub and Company Merger Sub in Article V, none of SPAC, Pubco or III (as modified by the Merger Subs is making or has made, communicated or furnished (orally Purchaser Disclosure Schedules) or in writing) an Ancillary Document, the 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 the Company Company, the Seller Representative or any Seller or any of their respective Representatives (including any opinion, information, projection or advice that may have been or may be provided to the Company Company, the Seller Representative or its any Seller or any of their respective Representatives by any Representative of SPAC, Pubco or the Merger SubsPurchaser Parties), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco or the Merger Subs. 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 and the Merger Subs have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 nothing in this Section 6.26 shall limit SPAC’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

Sources: Merger Agreement (MTech Acquisition Corp)

No Other Representations. Except for the representations and warranties expressly made by Pubco and the Company Merger Subs in this Article VI IV (as modified by the Company Purchaser Disclosure Schedules) or as expressly set forth in any an Ancillary Document, neither none of Pubco nor the Company Merger Subs nor any other Person on its behalf any of their behalves makes any express or implied representation or warranty with respect to Pubco or the Company Merger Subs or its businesstheir respective businesses, operations, assets or Liabilities, or the Transactionstransactions contemplated by this Agreement or any of the other Ancillary Documents, and each of Pubco and the Company Merger Subs hereby expressly disclaims any other representations or warranties, whether implied or made by Pubco or either of the Company Merger Subs or any of its Representativestheir respective. The Company acknowledges that, except Except for the representations and warranties expressly made by SPAC in Article IV, Pubco, SPAC Merger Sub Pubco and Company Merger Sub in Article V, none of SPAC, Pubco or the Merger Subs is making or has made, communicated or furnished in this Article IV (orally as modified by the 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 the Company or any of its Representatives (including any opinion, information, projection or advice that may have been or may be provided to the Company or any of its Representatives by any Representative of SPAC, Pubco or the a Merger SubsSub), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco or the a Merger SubsSub. 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 and the Merger Subs have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 nothing in this Section 6.26 shall limit SPAC’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 the Company SPAC in Article VI IV (as modified by the Company SPAC Disclosure SchedulesSchedule) or as expressly set forth in any Ancillary Document, neither the Company SPAC nor any other Person on its behalf makes any express or implied representation or warranty with respect to the Company SPAC or its business, operations, assets or Liabilities, or the Transactions, and the Company SPAC hereby expressly disclaims any other representations or warranties, whether implied or made by the Company SPAC or any of its Representatives. The Company SPAC acknowledges that, except for the representations and warranties expressly made by Pubco or SPAC in Article IV, Pubco, SPAC Merger Sub and Company Merger Sub in Article V, the Company in Article VI and the Seller in Article VII, none of SPACPubco, Pubco SPAC Merger Sub, the Company or the Merger Subs Seller is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to the Company SPAC or its Representatives (including any opinion, information, projection information or advice that may have been or may be provided to the Company SPAC or its Representatives by any Representative of SPACPubco, Pubco SPAC Merger Sub, the Company or the Merger SubsSeller), including any representations or warranties regarding the probable success or profitability of the businesses of SPACPubco, Pubco SPAC Merger Sub, the Company or the Merger SubsSeller. 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 SPACPubco, Pubco SPAC Merger Sub, the Company and the Merger Subs Seller have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 4.19, nothing in this Section 6.26 4.19 shall limit SPAC’s the 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

Sources: Business Combination Agreement (Dynamix Corp)

No Other Representations. Except for the representations and warranties expressly made by the Pubco, SPAC Merger Sub and/or Company Merger Sub in Article VI V (as modified by the Company Pubco Disclosure Schedules) or as expressly set forth in any Ancillary Document, neither the 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 the any of Pubco, SPAC Merger Sub or Company Merger Sub or its their respective business, operations, assets or Liabilities, or the Transactions, and the Pubco, SPAC Merger Sub and Company Merger Sub each hereby expressly disclaims any other representations or warranties, whether implied or made by the Pubco, SPAC Merger Sub or Company Merger Sub or any of its their respective Representatives. The Each of Pubco, SPAC Merger Sub and Company acknowledges Merger Sub acknowledge that, except for the representations and warranties expressly made by SPAC in Article IV, Pubco, SPAC Merger Sub and the Company Merger Sub in Article VVI, none of SPAC, Pubco SPAC or the Merger Subs Company is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information information, to the Pubco, SPAC Merger Sub and Company Merger Sub or any of their respective Representatives (including any opinion, information, projection information or advice that may have been or may be provided to the Pubco, SPAC Merger Sub and Company Merger Sub or its any of their respective Representatives by any Representative of SPAC, Pubco or the Merger Subs), including any representations or warranties regarding the probable success or profitability of the businesses business of SPACSPAC and the Company. Each of Pubco, Pubco or the SPAC Merger Subs. The 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 SPAC, Pubco and the Merger Subs have SPAC has specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 5.11 nothing in this Section 6.26 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 the Company Pubco and Merger Sub in this Article VI IV (as modified by the Company Purchaser Disclosure Schedules) or as expressly set forth in any an Ancillary Document, neither the Company 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 Pubco or the Company Merger Sub or its businesstheir respective businesses, operations, assets or Liabilities, or the Transactionstransactions contemplated by this Agreement or any of the other Ancillary Documents, and the Company each of Pubco and Merger Sub hereby expressly disclaims any other representations or warranties, whether implied or made by the Company Pubco or Merger Sub or any of its their respective Representatives. The Company acknowledges that, except Except for the representations and warranties expressly made by SPAC in Article IV, Pubco, SPAC Merger Sub Pubco and Company Merger Sub in Article VIII and this Article IV (as modified by the Purchaser Disclosure Schedules) or in an Ancillary Document, none each of SPAC, the Pubco or and the Merger Subs 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 the Company Operating Company, Seller or any of their respective Representatives (including any opinion, information, projection or advice that may have been or may be provided to the Company Operating Company, the Seller or its any of their respective Representatives by any Representative of SPAC, the Pubco or the a Merger SubsSub), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, the Pubco or the Merger Subs. 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 and the Merger Subs have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 nothing in this Section 6.26 shall limit SPAC’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 the Company Newco in this Article VI (as modified by the Company Newco Disclosure Schedules) or as expressly set forth in any Ancillary Document, neither the Company Newco nor any other Person on its behalf makes any express or implied representation or warranty with respect to the Company Newco or its business, operations, assets or Liabilities, or the Transactions, and the Company Newco hereby expressly disclaims any other representations or warranties, whether implied or made by the Company Newco or any of its Representatives. The Company Newco acknowledges that, except for the representations and warranties expressly made by SPAC in Article IV, Pubco and SPAC Merger Sub in Article V and the Seller in Article VII, none of SPAC, the SPAC Subsidiaries, Pubco, SPAC Merger Sub and Company Merger Sub in Article V, none of SPAC, Pubco or the Merger Subs is Seller are making or has have made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to the Company Newco (including any opinion, information, projection or advice that may have been or may be provided to the Company Newco or its Representatives by any Representative of SPAC, Pubco the SPAC Subsidiaries, Pubco, SPAC Merger Sub or the Merger SubsSeller), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco the SPAC Subsidiaries, Pubco, SPAC Merger Sub or the Merger SubsSeller. The Company 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, Pubco the SPAC Subsidiaries, Pubco, SPAC Merger Sub and the Merger Subs Seller have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 6.15, nothing in this Section 6.26 6.15 shall limit SPAC’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 the Company in Article VI (as modified by the Company Disclosure Schedules) or as expressly set forth in any Ancillary Document, neither the Company nor any other Person on its behalf makes any express or implied representation or warranty with respect to the Company or its business, operations, assets or Liabilities, or the Transactions, and the Company hereby expressly disclaims any other representations or warranties, whether implied or made by the Company or any of its Representatives. The Company acknowledges that, except for the representations and warranties expressly made by SPAC in Article IV, Pubco and SPAC Merger Sub in Article V and the Seller in Article VII, none of SPAC, Pubco, SPAC Merger Sub and Company Merger Sub in Article V, none of SPAC, Pubco or the Merger Subs Seller is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to the Company (including any opinion, information, projection or advice that may have been or may be provided to the Company or its Representatives by any Representative of SPAC, Pubco Pubco, SPAC Merger Sub or the Merger SubsSeller), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco Pubco, SPAC Merger Sub or the Merger SubsSeller. 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 Pubco, SPAC Merger Sub and the Merger Subs Seller have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 6.15 nothing in this Section 6.26 6.15 shall limit SPAC’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 (Dynamix Corp)

No Other Representations. Except for the representations and warranties expressly made by the Company Pubco and/or SPAC Merger Sub in Article VI (as modified by the Company Disclosure Schedules) V or as expressly set forth in any Ancillary Document, neither the Company 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 the Company any of Pubco or its SPAC Merger Sub or their respective business, operations, assets or Liabilities, or the Transactions, and the Company Pubco and SPAC Merger Sub each hereby expressly disclaims any other representations or warranties, whether implied or made by the Company Pubco or SPAC Merger Sub or any of its their respective Representatives. The Company acknowledges Each of Pubco and SPAC Merger Sub acknowledge that, except for the representations and warranties expressly made by SPAC in Article IV, Pubco, SPAC Merger Sub and the Company Merger Sub in Article VVI and the Seller in Article VII, none of SPAC, Pubco the Company or the Merger Subs Seller is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information information, to the Company Pubco and SPAC Merger Sub or any of their respective Representatives (including any opinion, information, projection information or advice that may have been or may be provided to the Company Pubco and SPAC Merger Sub or its any of their respective Representatives by any Representative of SPAC, Pubco the Company or the Merger SubsSeller), 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 or the and SPAC Merger Subs. The Company 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 SPAC, Pubco the Company and the Merger Subs Seller have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 5.11 nothing in this Section 6.26 5.11 shall limit SPAC’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 (Dynamix Corp)

No Other Representations. Except for the representations and warranties expressly made by the Company Pubco in this Article VI (as modified by the Company Disclosure Schedules) V or as expressly set forth in any an Ancillary Document, neither the Company Pubco nor any other Person on its behalf makes any express or implied representation or warranty with respect to the Company 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 the Company Pubco and Merger Sub each hereby expressly disclaims any other representations or warranties, whether implied or made by the Company Pubco, Merger Sub or any of its their respective Representatives. The Company acknowledges that, except Except for the representations and warranties expressly made by SPAC Pubco in this Article IV, Pubco, SPAC Merger Sub and Company Merger Sub V or in Article V, none of SPACan Ancillary Document, Pubco or the Merger Subs is making or has made, communicated or furnished (orally or in writing) 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 the Company Purchaser, the Target Companies, the Sellers or any of their respective Representatives (including any opinion, information, projection or advice that may have been or may be provided to the Company Purchaser, the Target Companies, the Sellers or its any of their respective Representatives by any Representative of SPAC, Pubco or the Merger SubsSub), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco or the Merger Subs. 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 and the Merger Subs have specifically disclaimed any such other representations and warrantiesSub. Notwithstanding the foregoing provisions of this Section 6.26 (but subject to Sections 12.1 and 12.2), nothing in this Section 6.26 5.12 shall limit SPACor 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 the Company Pubco and/or SPAC Merger Sub in Article VI V (as modified by the Company Pubco Disclosure Schedules) or as expressly set forth in any Ancillary Document, neither the Company 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 the Company any of Pubco or its SPAC Merger Sub or their respective business, operations, assets or Liabilities, or the Transactions, and the Company Pubco and SPAC Merger Sub each hereby expressly disclaims any other representations or warranties, whether implied or made by the Company Pubco or SPAC Merger Sub or any of its their respective Representatives. The Company acknowledges Each of Pubco and SPAC Merger Sub acknowledge that, except for the representations and warranties expressly made by SPAC in Article IV, Pubco, SPAC Merger Sub and the Company Merger Sub in Article VVI and the Sellers in Article VII, none of SPAC, Pubco the Company, the Sellers or the Merger Subs SoftBank is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information information, to the Company Pubco and SPAC Merger Sub or any of their respective Representatives (including any opinion, information, projection information or advice that may have been or may be provided to the Company Pubco and SPAC Merger Sub or its any of their respective Representatives by any Representative of SPAC, Pubco the Company, the Sellers or the Merger SubsSoftBank), including any representations or warranties regarding the probable success or profitability of the businesses business of SPAC, the Company, the Sellers and SoftBank. Each of Pubco or the and SPAC Merger Subs. The Company 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 SPAC, Pubco the Company, the Sellers and the Merger Subs SoftBank have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 5.12 nothing in this Section 6.26 5.12 shall limit SPAC’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 the Pubco, SPAC Merger Sub and/or Company Merger Sub in Article VI ‎V (as modified by the Company Pubco Disclosure Schedules) or as expressly set forth in any Ancillary Document, neither the 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 the any of Pubco, SPAC Merger Sub or Company Merger Sub or its their respective business, operations, assets or Liabilities, or the Transactions, and the Pubco, SPAC Merger Sub and Company Merger Sub each hereby expressly disclaims any other representations or warranties, whether implied or made by the Pubco, SPAC Merger Sub or Company Merger Sub or any of its their respective Representatives. The Each of Pubco, SPAC Merger Sub and Company acknowledges Merger Sub acknowledge that, except for the representations and warranties expressly made by SPAC in Article IV‎IV, Pubco, SPAC Merger Sub and the Company Merger Sub in Article V‎VI and the Seller in Article ‎VII, none of SPAC, Pubco the Company or the Merger Subs 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 the Company Merger Subs or any of their respective Representatives (including any opinion, information, projection information or advice that may have been or may be provided to Pubco and the Company Merger Subs or its any of their respective Representatives by any Representative of SPAC, Pubco the Company or the Merger SubsSeller), including any representations or warranties regarding the probable success or profitability of the businesses business of SPAC, Pubco or the Company and the Seller. Each of Pubco, SPAC Merger Subs. The 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 SPAC, Pubco the Company and the Merger Subs Seller have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 ‎5.12 nothing in this Section 6.26 ‎5.12 shall limit SPAC’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)