Limitation of Representations by Vendor Clause Samples

The Limitation of Representations by Vendor clause defines and restricts the specific statements, assurances, or promises that the vendor is making within the contract. Typically, this clause clarifies that only the representations explicitly stated in the agreement are valid, and any other statements made outside the contract—such as those in marketing materials or informal discussions—are not legally binding. By doing so, it protects the vendor from liability for any implied or assumed representations, ensuring that both parties have a clear understanding of the vendor’s obligations and reducing the risk of disputes over unintentional or extraneous promises.
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Limitation of Representations by Vendor. (a) Subject to Section 4.1, Vendor expressly negates any representations or warranties, whether written or verbal, made by Vendor or its Representatives and in particular, without limiting the generality of the foregoing, Vendor disclaims all liability and responsibility for any such representation, warranty, statement or information made or communicated, whether verbal or in writing, to Purchaser or any of its Representatives. Quattro’s interest in and to the Assets shall be purchased on a strictly "as is, where is" basis and there are no collateral agreements, conditions, representations or warranties of any nature whatsoever made by Vendor, express or implied, arising at law, by statute, in equity or otherwise, with respect to the Assets and in particular, without limiting the generality of the foregoing, there are no collateral agreements, conditions, representations or warranties made by Vendor, express or implied, arising at law, by statute, in equity or otherwise with respect to: (i) any engineering, geological or other interpretation or economic evaluations respecting the Assets; (ii) the quality, quantity or recoverability of Petroleum Substances within or under the Lands or any lands pooled or unitized therewith; (iii) any estimates of the value of the Assets or the revenues or cash flows from future production from the Lands; (iv) the rates of production of Petroleum Substances from the Lands; (v) the quality, condition, fitness or merchantability of any tangible depreciable equipment or property interests which comprise the Assets (including the Tangibles and the ▇▇▇▇▇, including the wellbores thereof and all casing, tubing and packers therein); (vi) the availability or continued availability of facilities, services or markets for the processing, transportation or sale of any Petroleum Substances; (vii) the accuracy or completeness of the Data Room Information or any other data or materials, representations, warranties or statements made, direct or indirect, express or implied, other information relating to the Assets (whether supplied by the Vendor, its Representatives or otherwise); (viii) the suitability of the Assets for any purpose; (ix) compliance with Applicable Laws; or (x) the title and interest of Quattro in and to the Assets. (b) Without restricting the generality of the foregoing, Purchaser acknowledges that it has made its own independent investigation, analysis, evaluation and inspection of Quattro’s interests in the Assets and th...
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Related to Limitation of Representations by Vendor

  • Limitation of Representations and Warranties Except as may be expressly represented or warranted in this Agreement by Seller, Seller makes no representations or warranties whatsoever with regard to any asset being transferred to Purchaser or any liability or obligation being assumed by Purchaser or as to any other matter or thing.

  • Survival of Representations, Etc (a) The representations and warranties made by the Company in this Agreement shall survive the Closing as provided in this Section 10.01(a). The representations and warranties set forth in Sections 3.01, 3.02, 3.05, 3.21 and 3.26 (each, a “Fundamental Representation”) shall survive until the expiry of the applicable statute of limitations (the “FR Expiration Date”), the representations and warranties set forth in Section 3.16 shall survive until the two (2) year anniversary of the Closing Date (the “IPR Expiration Date”) and, except as provided in Section 10.01(e), all other representations and warranties of the Company shall survive until the date that is fifteen (15) months following the Closing Date (the “General Expiration Date”). Notwithstanding the foregoing, if at any time prior to the FR Expiration Date, IPR Expiration Date or General Expiration Date, as applicable, any Indemnitee delivers to the Shareholder Representative a written notice alleging the existence of an inaccuracy in or a breach of any of such representation or warranty and asserting a claim for recovery under Section 10.02 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved. (b) The representations and warranties made by Parent Parties shall terminate and expire as of the Effective Time, and any liability of Parent Parties with respect to such representations and warranties shall thereupon cease. (c) The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (d) The parties acknowledge and agree that if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the rights of the Surviving Corporation as an Indemnitee) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Damages as a result of and in connection with such inaccuracy or breach. (e) Notwithstanding anything to the contrary, nothing in this Article 10 or elsewhere in this Agreement (whether a temporal limitation, a dollar limitation or otherwise) shall be construed to limit any of Parent’s or any Indemnitee’s rights or remedies with respect to any claim for fraud or intentional misrepresentation by the Company or any of its Representatives (whether or not such actions have been authorized).

  • Non-Survival of Representations and Covenants The respective representations, warranties, obligations, covenants, and agreements of the Parties shall not survive the Effective Time except for this Section 10.3 and Articles II, III, IV and XI and Sections 8.10, 8.11 and 8.12 of this Agreement.

  • Survival of Representations All representations and warranties of the Borrower contained in this Agreement shall survive delivery of the Notes and the making of the Loans herein contemplated.

  • Termination of Representations and Warranties The representations and warranties of the parties set forth in this Agreement shall terminate at the Effective Time.