Limitation of Warranties and Representations Clause Samples

Limitation of Warranties and Representations. SELLER SHALL CONVEY SELLER'S INTERESTS IN AND TO THE ASSETS TO BUYER WITHOUT ANY WARRANTY OF TITLE, EXPRESS OR IMPLIED, NOT EVEN TO THE EXTENT OF THE RETURN OF THE PURCHASE PRICE, EXCEPT SEPARATELY AS TO TITLE CLAIMS TO THE LEASES ARISING BY, THROUGH AND UNDER SELLER (BUT NOT OTHERWISE), AS PROVIDED IN THE FORMS OF ASSIGNMENT ATTACHED AS EXHIBIT "B" HERETO. EXCEPT FOR THE WARRANTIES AND REPRESENTATIONS PROVIDED IN ARTICLE IV, SELLER DOES NOT MAKE OR PROVIDE (AND SELLER HEREBY EXPRESSLY DISCLAIMS), AND BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, COMPLETENESS OR MATERIALITY OF THE INFORMATION, REPORTS, PROJECTIONS, MATERIALS, RECORDS, AND DATA NOW, HERETOFORE, OR HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH THE ASSETS OR THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE ASSETS, WORKING INTERESTS OR NET REVENUE INTERESTS, QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY), PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, PRICING ASSUMPTIONS, ABILITY OR POTENTIAL FOR PRODUCTION OF HYDROCARBONS FROM THE LEASES, ENVIRONMENTAL CONDITION OF THE ASSETS, OR ANY OTHER MATTERS CONTAINED IN ANY OTHER MATERIAL FURNISHED OR MADE AVAILABLE TO BUYER BY SELLER OR BY SELLER'S AGENTS OR REPRESENTATIVES). ANY AND ALL SUCH INFORMATION, REPORTS, PROJECTIONS, MATERIALS, RECORDS, AND DATA NOW, HERETOFORE OR HEREAFTER FURNISHED BY SELLER IS PROVIDED AS A CONVENIENCE ONLY AND ANY RELIANCE ON OR USE OF SAME IS AT BUYER'S SOLE RISK. WITH RESPECT TO THE SURFACE LEASES, EASEMENTS, RIGHTS-OF-WAY AND PERMITS FOR ANY PIPELINES OR FACILITIES COMPRISING A PORTION OF THE ASSETS, SELLER EXPRESSLY DISCLAIMS, AND BUYER HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT SELLER OWNS THE SURFACE LEASES, EASEMENTS, RIGHTS-OF-WAY AND PERMITS; THAT THEY ARE IN FORCE AND EFFECT; THAT THEY MAY BE ASSIGNED; THAT THEY ARE CONTIGUOUS; THAT THE PIPELINES LIE WITHIN THE EASEMENTS, RIGHTS-OF-WAY AND PERMITS; OR THAT THEY GRANT THE RIGHT TO LAY, MAINTAIN, REPAIR, REPLACE, OPERATE, CONSTRUCT, OR REMOVE ANY PIPELINES. SELLER EXPRESSLY DISCLAIMS, AND BUYER HEREBY WAIVES, ALL WARRANTIES AND
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Limitation of Warranties and Representations. 12.1 The Mobile Application and/or Website, the Content and the Services are provided "as is" and are subject to change without notice.
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Limitation of Warranties and Representations. 2 Buyer's Title Review..................................13 (a) Notice.......................................13 (b) Buyer's Remedies.............................13 (c) Arbitration..................................14 7.3
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Limitation of Warranties and Representations. Sellers make no warranties or representations, whether express or implied, with respect to any matter which relates to the transaction contemplated by this Agreement other than those expressly set forth in the Agreement.
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Limitation of Warranties and Representations. The warranties and representations that are set forth in Article III shall survive the Closing for a period of one year, except for the warranties and representations of that are set forth in Sections 3.1, 3.2, 3.4, 3.6, 3.9 and 3.10 which shall survive the Closing for the applicable statute of limitations. Buyer and Seller agree and acknowledge that contemporaneously with the execution of this Agreement, Buyer and CICO, Ltd. have executed and delivered, to each other, a Commercial Lease Agreement by which Buyer agrees to lease certain real property (hereinafter the "Leased Premises" as that real property is known in the Commercial Lease Agreement) from CICO, Ltd.
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Limitation of Warranties and Representations. 11.1 Nothing in this Agreement shall be construed as: (a) creating an obligation upon either party to bring or prosecute actions or suits against third parties for infringement; (b) conferring any license or rights to any intellectual property rights in which either party may have an interest other than the Technology; and (c) a representation or warranty by Licensor or Licensee that anything made, used, sold or otherwise disposed of under the license granted under this Agreement is or will be free from infringement of patents, copyrights, trade-marks, industrial design or other intellectual property rights of third parties. 11.2 Licensor makes no representations or warranties, whether express or implied, with respect to the Technology except as specified in Section 3.1. Without limiting the generality of the foregoing, Licensor specifically disclaims any implied warranty or representation that the Technology are of merchantable quality, or are fit for a particular purpose.
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Limitation of Warranties and Representations. Neither Seller nor its Affiliates make, or have made, any representation or warranty, express or implied, concerning or related to the Purchased Assets, except as expressly provided in Section 4.1. Buyer has conducted, at its sole cost and expense, its due diligence examination of the Purchased Assets as Buyer deemed appropriate. Buyer has relied on its investigation and on the representations and warranties set forth herein in entering into this Agreement. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE QUANTITY, QUALITY, MINEABILITY, MERCHANTABILITY, OR MARKETABILITY (INCLUDING WITHOUT LIMITATION EXTRACTION AND REMOVAL COSTS) OF THE COAL LOCATED IN, ON OR UNDER THE PURCHASED ASSETS OR AS TO QUALITY, MERCHANTABILITY, OR MARKETABILITY OF ANY COAL THAT MIGHT BE EXTRACTED THEREFROM.
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Related to Limitation of Warranties and Representations

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

  • Warranties and Representations 9.3.1 The Supplier warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

  • WARRANTIES AND REPRESENTATION 34.1 Neither of the Parties will be bound by any express or implied term, representation, warranty, promise or the like, not recorded herein.

  • GENERAL WARRANTIES AND REPRESENTATIONS The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing:

  • Seller’s Warranties and Representations The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of ▇▇▇▇ ▇▇▇▇▇▇▇, with respect to water and sewage issues only, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.