Due Diligence and Disclaimer of Warranties Clause Samples

The 'Due Diligence and Disclaimer of Warranties' clause establishes that the party receiving goods, services, or information is responsible for conducting its own investigation and assessment before entering into the agreement. In practice, this means the recipient cannot rely solely on the other party's representations or assurances and must verify the quality, suitability, or accuracy of what is being provided. The clause typically also states that the provider does not make any guarantees or warranties beyond what is expressly stated in the contract. Its core function is to allocate risk by limiting the provider's liability for issues the recipient could have discovered through proper due diligence, thereby encouraging thorough evaluation and reducing disputes over unmet expectations.
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Due Diligence and Disclaimer of Warranties. 5.1 Buyer acknowledges that Seller has (i) given Buyer, its lenders, and its accounting, legal, business, environmental, engineering, intellectual property and other authorized representatives and advisors full access, during normal business hours, to the Real Properties, and (ii) furnished Buyer and its authorized representatives and advisors with all documents and information relating to the Property as reasonably requested by Buyer, its lenders, and its authorized representatives and advisors, (iii) permitted Buyer and its authorized representatives and advisors to review all books, records of Seller as requested by Buyer and its authorized representatives and advisors, and made copies thereof, and (iv) fully cooperated with Buyer and its authorized representatives and advisors in its investigation and examination of the Property. No investigation, or receipt of information provided by or on behalf of Seller or review thereof by Buyer, its lenders, or its representatives or advisors has diminished or obviated, or relieved Seller from, or affected the ability or right of Buyer to rely on, any of the representations, warranties, covenants and agreements of Seller contained in this Agreement and the Seller Documents. Buyer acknowledges that its obligations to consummate the transactions contemplated hereby are not subject to any further due diligence investigation by Buyer. 5.2 Buyer acknowledges that it has received information about the Property (the “Confidential Information”). Buyer agrees to continue to be bound by all agreements under which it received such Confidential Information, including that certain confidentiality agreement entered into before the date hereof between Lehigh Gas Corporation and Matrix (as defined in Section 6.4 below) for the benefit of Seller (the “Confidentiality Agreement”). If this Agreement is terminated before the Closing, Buyer promptly shall return to Seller or destroy all Confidential Information and shall not retain copies thereof, including all information, testing, studies, surveys, reports and evaluations (environmental and financial, for example), and at no cost to Seller Buyer shall provide Seller with complete copies of all third party engineering and environmental reports obtained by Buyer in connection with the Real Properties. 5.3 At its sole expense, Buyer shall have the right to perform an Environmental Site Assessment (“ESA”) at the Real Properties before the Closing, provided the ESA conforms to Schedule ...
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Due Diligence and Disclaimer of Warranties. Company’s employees and advisors to furnish Purchaser and its authorized representatives and advisors with data and other information with respect to Company as requested by Purchaser and its authorized representatives and advisors, and discussed with Purchaser and its authorized representatives and advisors the affairs of Company and the Business, (v) fully cooperate with Purchaser and its authorized representatives and advisors in its investigation and examination of Company and the Business, and (vi) fully cooperate with Purchaser in connection with its review of Company, Purchased Subsidiary, the Business, the Locations and the Assets including cooperating in Purchaser’s ESA, Environmental Compliance Testing, and investigation of any matters relating to Environmental Laws and Environmental Liabilities. In connection with Purchaser’s investigations, Purchaser agrees to (x) comply with all the requirements of Article VII and Article VIII hereof, (y) conduct all investigations undertaken pursuant to this Section 7.1 so as to minimize any disruption of the operations of the Company and the Purchased Subsidiary and (z) return the Locations and the Assets that are the subject of such investigations to their original condition promptly upon completion of the investigation. Purchaser commits to promptly disclose to Sellers all information of which Purchaser becomes aware (including all information resulting from its investigations pursuant to this Section 7.1(a)) that could reasonably be construed to be a Breach of Sellers’ representations and warranties under this Agreement. (b) From time to time during the Interim Period, Sellers shall have the right to supplement or amend the Non-Environmental Schedules with respect to any events, occurrences, facts or matters, whether or not such events, occurrences or matters relate to the period prior to or during the Interim Period. Sellers may supplement or amend the Non-Environmental Schedules by providing written notice to Purchaser of their intent to supplement or amend the Schedules and a copy of their proposed supplement or amendment to the Non-Environmental Schedules (the “Supplemental Schedule Notice”). Sellers may, at their option, include in a Supplemental Schedule Notice items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standar...
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Due Diligence and Disclaimer of Warranties 
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Related to Due Diligence and Disclaimer of Warranties

  • Warranties and Disclaimers (A) THE SERVICE IS PROVIDED ON AN “AS IS” BASIS AND USE OF THE SERVICE IS AT YOUR OWN RISK. TELANIA DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. TELANIA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. (B) TELANIA DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM TELANIA’S DATA CENTER AND THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS TAKEN OR THE FAILURE TO ACT BY THESE THIRD PARTIES CAN PRODUCE SITUATIONS IN WHICH YOUR OR AN ENROLLEE’S CONNECTION TO THE INTERNET MAY BE IMPAIRED OR DISRUPTED. ALTHOUGH TELANIA WILL USE COMMERCIALLY REASONABLE EFFORTS AS IT DEEMS APPROPRIATE TO AVOID AND ADDRESS SUCH OCCURRENCES, TELANIA CANNOT GUARANTEE THAT THEY WILL NOT OCCUR. ACCORDINGLY, TELANIA DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH OCCURRENCES. (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (D) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

  • Warranties and Disclaimer To the extent permitted by law, the following warranties apply:

  • Representations Warranties and Disclaimers I represent and warrant that I am legally entitled to grant the rights and promises set forth in this Agreement. IN ALL OTHER RESPECTS THE SPECIFICATION IS PROVIDED "AS IS." The entire risk as to implementing or otherwise using the Specification is assumed by the implementer and user. Except as stated herein, I expressly disclaim any warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to the Specification. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR LOST PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. All of my obligations under Section 3 regarding the transfer, successors in interest, or assignment of Granted Claims will be satisfied if I notify the transferee or assignee of any patent that I know contains Granted Claims of the obligations under Section 3. Nothing in this Agreement requires me to undertake a patent search.

  • Warranty and Disclaimers AMGAS warrants to Customer that during the Warranty Period (as defined below), the Equipment will be free from material defects in parts and workmanship (the "Warranty"). The Warranty is subject to the proper use, operation, and maintenance of the Equipment in accordance with the Operating Manual. The Warranty shall not apply to material defects caused or as a result of: accident, misuse, misapplication, abuse, storage, damage, negligence, or modification of or to the Equipment or any of its components; tampering, modification, adjustment or repair of the Equipment by any person other than AMGAS or as described in the Operations Manual; installation of any accessories onto, or replacement of any parts forming part of, the Equipment; or acts or events beyond AMGAS’ reasonable control, including acts of God, civil or military authority, civil disturbance, or power line/transmission line voltage. A claim under the Warranty must be made by Customer in writing to AMGAS within thirty (30) days of the manifestation of a material defect with the Equipment giving rise to such Warranty claim. AMGAS’ sole obligation under the Warranty is, at AMGAS’ option, to repair, replace or correct any such material defect that was present at the time of delivery, or to remove, or have removed, the Equipment and to refund the Purchase Price to Customer. The "Warranty Period" begins on the date the Equipment is delivered to Customer and continues for twelve (12) months. Any repairs under this Warranty must be conducted by an authorized AMGAS service representative. AMGAS does not authorize any person or party to assume or create for it, or extend, enlarge, or transfer, any other obligation or liability in connection with the Equipment except as set forth herein. THE INDEMNITY AND WARRANTY IN THIS SECTION 10 ARE THE EXCLUSIVE WARRANTIES PROVIDED IN RESPECT OF THE EQUIPMENT AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, AMGAS HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AND WHETHER ARISING BY STATUTE, COURSE OF DEALING OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY WITH RESPECT TO THE FUNCTION, DURABILITY, COMPATIBILITY, OR OPERATION OR USE OF THE EQUIPMENT, AND ANY WARRANTY THAT THE EQUIPMENT WILL MEET CUSTOMER’S REQUIREMENTS.

  • Limited Warranty and Disclaimer a. Except with respect to Trial / Demo Version, Non-commercial Lite Version and Not For Resale Version of the Software, PremiumSoft warrants that, for a period of thirty (30) days from the date of delivery (as evidenced by a copy of your receipt): the physical media on which the Software is furnished will be free from defects in materials and workmanship under normal use. The Software is provided "as is". PremiumSoft makes no warranties, express or implied, arising from course of dealing or usage of trade, or statutory, as to any matter whatsoever. b. PremiumSoft provides no remedies or warranties, whether express or implied, for Trial / Demo version, Non-commercial Lite version and the Not for Resale version of the Software. Trial / Demo version, Non-commercial Lite version and the Not for Resale version of the Software are provided "as is". c. Except as set Forth in the foregoing limited warranty with respect to software other than Trial/ Demo version, Non-commercial Lite version and Not for Resale version, PremiumSoft and its suppliers disclaim all other warranties and representations, whether express, implied, or otherwise, including the warranties of merchantability or fitness for a particular purpose. Also, there is no warranty of non-infringement and title or quiet enjoyment. PremiumSoft does not warrant that the Software is error-free or will operate without interruption. The Software is not designed, intended or licensed for use in hazardous environments requiring fail-safe controls, including without limitation, the design, construction, maintenance or operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, and life support or weapons systems. PremiumSoft specifically disclaims any express or implied warranty of fitness for such purposes. d. If applicable law requires any warranties with respect to the Software, all such warranties are limited in duration to thirty (30) days from the date of delivery. e. No oral or written information or advice given by PremiumSoft, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of ANY warranty PROVIDED HEREIN.