Disclaimer of Representations Sample Clauses
Disclaimer of Representations. The statements contained herein and in the Warrants shall be taken as statements of the Company, and the Warrant Agent assumes no responsibility for the correctness of any of the same except such as describe the Warrant Agent or action taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided.
Disclaimer of Representations. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE TRANSFER OF THE INTERESTS AND THE PROPERTIES HEREUNDER IS AND WILL BE MADE ON AN “AS IS” ,”WHERE IS,” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY CONCERNING TITLE TO THE PROPERTIES, THE PHYSICAL CONDITION OF THE PROPERTIES (INCLUDING THE CONDITION OF THE SOIL OR THE IMPROVEMENTS), THE ENVIRONMENTAL CONDITION OF THE PROPERTIES (INCLUDING THE PRESENCE OR ABSENCE OF HAZARDOUS SUBSTANCES ON OR AFFECTING THE PROPERTY), THE COMPLIANCE OF THE PROPERTIES OR THE PROPERTY OWNERS WITH APPLICABLE LAWS AND REGULATIONS (INCLUDING ZONING AND BUILDING CODES OR THE STATUS OF DEVELOPMENT OR USE RIGHTS RESPECTING THE PROPERTIES), THE FINANCIAL CONDITION OF THE PROPERTIES, THE PROPERTY OWNERS OR ANY OTHER REPRESENTATION OR WARRANTY RESPECTING ANY INCOME, EXPENSES, CHARGES, LIENS OR ENCUMBRANCES, RIGHTS OR CLAIMS ON, AFFECTING OR PERTAINING TO THE PROPERTIES, THE PROPERTY OWNERS, THE INTERESTS OR ANY PART THEREOF. HOMBURG ACKNOWLEDGES THAT PRIOR TO THE EXPIRATION OF THE DILIGENCE PERIOD HOMBURG WILL HAVE EXAMINED, REVIEWED AND INSPECTED ALL MATTERS WHICH IN THE JUDGMENT OF HOMBURG BEAR UPON THE PROPERTIES, THE INTERESTS AND THEIR VALUE AND SUITABILITY. EXCEPT AS TO MATTERS SPECIFICALLY SET FORTH IN THIS AGREEMENT: (A) HOMBURG WILL ACQUIRE THE INTERESTS (INCLUDING AN INDIRECT INTEREST IN THE PROPERTIES) SOLELY ON THE BASIS OF THEIR OWN PHYSICAL AND FINANCIAL EXAMINATIONS, REVIEWS AND INSPECTIONS AND (B) WITHOUT LIMITING THE FOREGOING, HOMBURG WAIVES ANY RIGHT THEY OTHERWISE MAY HAVE AT LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO SEEK DAMAGES FROM CEDAR IN CONNECTION WITH THE CONDITION OF THE PROPERTIES AND THE INTERESTS, INCLUDING ANY RIGHT OF CONTRIBUTION UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT. THE PROVISIONS OF THIS SECTION 11(d) SHALL SURVIVE THE CLOSING.
Disclaimer of Representations. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR EXTENDS ANY WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR VALIDITY OF ANY PATENTS ISSUED OR PENDING.
Disclaimer of Representations. Except as expressly set forth in Section Section 2 hereof and the Exhibits referred to therein, Company has not made any representations or warranties to Buyer, and Buyer expressly acknowledges that it is not relying on any other information received from Company or its representatives (including, without limitation, any projections, forecasts or forward-looking information).
Disclaimer of Representations. 15 18.2. No Responsibility for Failure of Company's Covenants. . . 15 18.3. Delegation. . . . . . . . . . . . . . . . . . . . . . . . 15 18.4.
Disclaimer of Representations. Transgenomic makes no representation or warranty to Interpace except as specifically made in this Article 5, and, except as specifically made in this Article 5, Transgenomic makes no and hereby specifically and expressly disclaims all warranties and representations of any kind, whether express, implied, or statutory.
Disclaimer of Representations. NO REPRESENTATIONS OR PROMISES OF ANY KIND ARE MADE BY CMME TO INDUCE YOU TO SIGN THIS AGREEMENT EXCEPT THOSE SPECIFICALLY STATED IN THE FRANCHISE DISCLOSURE DOCUMENTS THAT HAVE BEEN DELIVERED TO YOU. NEITHER CMME NOR ANY OTHER PERSON HAS MADE ANY GUARANTEE, EXPRESS OR IMPLIED, THAT YOU WILL SUCCEED IN THE OPERATION OF THE COLOR ME MINE® STUDIO OR HAS PROVIDED ANY SALES OR INCOME PROJECTIONS OF ANY KIND TO YOU. YOU HAVE MADE AN INDEPENDENT INVESTIGATION OF ALL IMPORTANT ASPECTS OF THE COLOR ME MINE® STUDIO. YOU UNDERSTAND THAT CMME IS NOT A FIDUCIARY AND HAS NO SPECIAL RESPONSIBILITIES BEYOND THE NORMAL RESPONSIBILITIES OF A SELLER IN A BUSINESS TRANSACTION.
Disclaimer of Representations. Lessor acknowledges that oil and gas lease payments, including but not limited to bonus and royalty, are market sensitive and may vary depending on multiple factors and that this Lease is the product of good faith negotiations. Lessor understands that these lease payments and terms are final and that Lessor entered into this lease without duress or undue influence. Lessor recognizes that lease values could go up or down depending on market conditions. Lessor acknowledges that no representations or assurances were made in the negotiation of this lease that Lessor would get the highest price or different terms which Lessee has or may negotiate with any other lessor/oil and gas owners.
Disclaimer of Representations. And Warranties 8
Disclaimer of Representations. 11.3.1 Other than the representations provided in Sections 11.1 and 11.2 above, LICENSOR MAKES NO REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND EXPLICITLY DISCLAIMS ANY REPRESENTATION AND WARRANTY, INCLUDING WITH RESPECT TO ANY ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMMERCIAL UTILITY, NON-INFRINGEMENT OR TITLE FOR THE INTELLECTUAL PROPERTY, PATENT RIGHTS, LICENSE AND ANY LICENSED PRODUCT PROVIDED OR MANUFACTURED BY LICENSOR OR ANY AUTHORIZED THIRD PARTY.
11.3.2 Furthermore, nothing in this Agreement will be construed as:
(a) A representation or warranty by Licensor as to the validity or scope of any Licensed Patent Right;
(b) A representation or warranty that anything made, used, sold or otherwise disposed of under the License is or will be free from infringement of patents, copyrights, trademarks or any other forms of intellectual property rights or tangible property rights of Third Parties; Execution Copy
(c) Obligating Licensor to bring or prosecute actions or suits against Third Parties for patent, copyright or trademark infringement;
(d) Conferring by implication, estoppel or otherwise any license or rights under any Patent Rights of Licensor other than Licensed Patent Rights as defined herein, regardless of whether such Patent Rights are dominant or subordinate to Licensed Patent Rights; and
(e) Obligating Licensor to furnish any know-how except for the Licensed Know-How.