Non-Reliance Contract Clauses (37)

Grouped Into 3 Collections of Similar Clauses From Business Contracts

This page contains Non-Reliance clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Non-Reliance. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation, other than the representations and warranties of the Issuer expressly set forth in this Subscription Agreement, in making its investment or decision to invest in the Issuer. Subscriber agrees that no Other Subscriber pursuant to this Subscription Agreement or any other agreement related to the private placement of shares of the Issuer's ...capital stock (including the controlling persons, officers, directors, partners, agents or employees of any such Subscriber) shall be liable to any Other Subscriber pursuant to this Subscription Agreement or any other agreement related to the private placement of shares of the Issuer's capital stock for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Subscribed Shares hereunder. View More
Found in BIODESIX INC contract
View All 6 Similar Clauses
Non-Reliance. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation representation, or warranty made by any person, firm firm, or corporation, corporation (including, without limitation, the Company, the Issuer, any of their respective affiliates, or any of its or their respective control persons, officers, directors, or employees), other than the representations and warranties of the Issuer expressly set forth in this Subscription Agreement, in making its... investment or decision to invest in the Issuer. Subscriber agrees that no Other Subscriber pursuant to this Subscription Agreement none of the Placement Agent, its affiliates or any other agreement related to the private placement of shares of the Issuer's capital stock (including the controlling control persons, officers, directors, employees, partners, agents or employees representatives of any such Subscriber) of the foregoing shall be liable to any Other Subscriber pursuant to or in connection with this Subscription Agreement or any other agreement related to the private placement of shares of the Issuer's capital stock for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Subscribed Shares hereunder. View More
Found in Hudson Executive Investment Corp. contract
Non-Reliance. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation, corporation (including, without limitation, the Placement Agents, any of their respective affiliates or control persons, officers, directors, employees, agents or representatives), other than the representations and warranties of the Issuer expressly set forth in this Subscription Agreement, in making its investment or decision to invest... in the Issuer. Subscriber agrees that no none of the Sponsor, Altus, the Placement Agents (including, without limitation, any of the Placement Agents' respective affiliates or control persons, officers, directors, employees, agents or representatives) or any Other Subscriber pursuant to this Subscription Agreement or any other agreement related to the private placement of shares of the Issuer's capital stock (including the controlling persons, officers, directors, partners, agents or employees of any such Other Subscriber) shall be liable to any Other Subscriber pursuant to this Subscription Agreement or any other agreement related to the private placement of shares of the Issuer's capital stock for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Subscribed Shares hereunder. View More
Found in CBRE Acquisition Holdings, Inc. contract
Non-Reliance. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation, other than the representations and warranties of the Issuer and New Pubco expressly set forth in this Subscription Agreement, in making its investment or decision to invest in the Issuer. Subscribed Shares. Subscriber agrees that no none of (i) any Other Subscriber pursuant to this Subscription Agreement or any other agreement related to... the private placement of shares of the Issuer's capital stock (including the controlling persons, officers, directors, partners, agents or employees of any such Subscriber) Other Subscriber), (ii) any party to the Business Combination Agreement (other than the Issuer or New Pubco), or (iii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of the Issuer, New Pubco or any other party to the Business Combination Agreement shall be liable (including without limitation, for or with respect to any Other losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by the Subscriber pursuant to this Subscription Agreement or any other agreement person or entity), 31 whether in contract, tort or otherwise, or have any liability or obligation, to Subscriber or any person claiming through Subscriber, related to the private placement of shares of the Issuer's capital stock Subscribed Shares, the negotiation hereof or the subject matter hereof, or the transactions contemplated hereby, for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Subscribed Shares hereunder. Shares. Nothing contained herein or in any Other Subscription Agreement, and no action taken by the Subscriber or any Other Subscriber pursuant hereto or thereto, shall be deemed to constitute the Subscriber and Other Subscribers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscriber and Other Subscriber s are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby. View More
Found in Alpha Capital Acquisition Co contract
View Variations (6)
Non-Reliance. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company, the Placement Agents, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of SRAC expressly contained in Section 5 of this Subscriptio...n Agreement, in making its investment or decision to invest in SRAC. View More
Found in Stable Road Acquisition Corp. contract
Non-Reliance. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company, the Placement Agents, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of SRAC VACQ expressly contained in Section 5 of this Subscr...iption Agreement, in making its investment or decision to invest in SRAC. VACQ. View More
Found in Vector Acquisition Corp contract
View Variation
Non-Reliance. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation, other than the representations and warranties of the Issuer and the SPAC expressly set forth in this Subscription Agreement, in making its investment or decision to invest in the Issuer. Subscriber agrees that no other Subscriber pursuant to this Subscription Agreement or any other agreement related to the private placement of shares of ...the Issuer's capital stock (including the controlling persons, officers, directors, partners, agents or employees of any such Subscriber) shall be liable to any other Subscriber pursuant to this Subscription Agreement or any other agreement related to the private placement of shares of the Issuer's capital stock for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Subscribed Shares hereunder. 28 10. Rule 144. From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may allow Subscriber to sell securities of the Issuer to the public without registration are available to holders of the Issuer's common stock and until the third anniversary of the Closing Date, the Issuer agrees to: 10.1 make and keep public information available, as those terms are understood and defined in Rule 144; and 10.2 file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144. If the Subscribed Shares are eligible to be sold without restriction under, and without the Issuer being in compliance with the current public information requirements of, Rule 144 under the Securities Act, then at Subscriber's request, the Issuer will cause its transfer agent to remove the applicable restrictive legend. In connection therewith, if required by the Issuer's transfer agent, the Issuer will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Subscribed Shares without any such legend; provided that, notwithstanding the foregoing, Issuer will not be required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of securities in violation of applicable law. View More
Found in Fidelity National Financial, Inc. contract
Non-Reliance. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation, other than the representations and warranties of the Issuer and the SPAC Company expressly set forth in this Subscription Agreement, in making its investment or decision to invest in the Issuer. Subscriber acknowledges and agrees that no other none of (a) Other Subscriber pursuant to this Subscription Agreement or any other agreement rel...ated to the private placement of shares of the Issuer's capital stock (including the controlling control persons, officers, directors, partners, agents or employees of any such Subscriber) and (b) any other party to the Business Combination Agreement or any Non-Party Affiliate (other than the Issuer and the Company with respect to the previous sentence), shall be liable have any liability to Subscriber, or to any other Other Subscriber pursuant to arising out of or relating to this Subscription Agreement or any other agreement related to the private placement of shares of the Issuer's capital stock for stock, the negotiation hereof or thereof or is subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Subscribed Shares hereunder. 28 For purposes of this Subscription Agreement, "Non-Party Affiliates" means each former, current or future officer, director, employee, partner, member, director or indirect equityholder or affiliate of the Issuer, the Company, the Placement Agents or any of the Issuer's, the Company's or the Placement Agents' controlled affiliates or any family member of the foregoing. 32 10. Rule 144. From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may allow Subscriber to sell securities of the Issuer Company to the public without registration are available to holders of Company Class A Ordinary Shares, and for so long as Subscriber holds the Issuer's common stock and until Registrable Securities, the third anniversary of the Closing Date, the Issuer Company agrees to: 10.1 10.1. make and keep public information available, as those terms are understood and defined in Rule 144; and 10.2 10.2. file with the Commission in a timely manner all reports and other documents required of the Issuer Company under the Securities Act and the Exchange Act so long as the Issuer Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144. If the Subscribed Shares Registrable Securities are eligible to be sold without restriction under, and without the Issuer Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act, then at Subscriber's request, the Issuer Company will cause its transfer agent to remove the applicable restrictive legend. In connection therewith, if required by the Issuer's Company's transfer agent, the Issuer Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Subscribed Shares Registrable Securities without any such legend; provided that, notwithstanding the foregoing, Issuer the Company will not be required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of securities in violation of applicable law. View More
Found in Provident Acquisition Corp. contract
View Variation