Limitations of Representations and Warranties Clause Samples
The "Limitations of Representations and Warranties" clause defines the boundaries and scope of the promises and assurances made by the parties in a contract. It typically specifies time limits for bringing claims, restricts the types of damages recoverable, or excludes certain matters from coverage, such as information disclosed in due diligence. By setting these parameters, the clause helps manage risk and prevent disputes over issues that fall outside the agreed-upon representations, ensuring both parties have clear expectations about their rights and obligations.
Limitations of Representations and Warranties. The following limitations apply with regard to any representations and warranties by Seller:
(a) Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to Seller, the Assets, and the officers and employees of Seller, and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely on the basis of its own independent investigation and upon the express representations, warranties, covenants, and agreements set forth in this Agreement. Without limiting the above, Buyer has, prior to the execution and delivery of this Agreement, (i) reviewed the environmental site assessments available to Seller with respect to the Assets that were provided to Buyer and are more fully described in Section 4.2 of the Disclosure Schedule, (ii) had full opportunity to conduct to its satisfaction inspections of the Assets, and (iii) fully completed all inspections of the Assets. Buyer acknowledges, after such review and inspections, that no further investigation of the Assets is necessary for purposes of acquiring the Assets for Buyer's intended use. BUYER ACKNOWLEDGES THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
(b) WITHOUT LIMITING THE ABOVE, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SELLER MAKES NO, AND DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE REGARDING ALL GEOLOGICAL DATA, RESERVE OR RESOURCE DATA, SUFFICIENCY OF MINING RIGHTS (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.l(a) ABOVE), PROCESSING CAPABILITIES OF THE ASSETS, MINEABILITY OF COAL, QUALITY OF COAL RESERVES AND INVENTORIES. THE ACREAGES OF THE REAL PROPERTY SET FORTH IN THIS AGREEMENT ARE APPROXIMATIONS AND ANY REPRESENTATION OR WARRANTY WITH RESPECT THERETO IS DISCLAIMED.
Limitations of Representations and Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE III, SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO BUYER, WHETHER EXPRESS, IMPLIED OR STATUTORY, IN CONNECTION WITH THE TRANSACTION. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE III, SELLER’S INTEREST IN THE COMPANY IS BEING TRANSFERRED THROUGH THE SALE OF THE UNITS, AND THE UNITS SHALL BE DEEMED TO BE DIRECTLY, AND ANY INTEREST OF SELLER IN THE ASSETS OWNED BY THE COMPANY SHALL BE DEEMED TO BE INDIRECTLY, TRANSFERRED BY SELLER TO BUYER “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE III AS TO (A) THE CONDITION, VALUE OR QUALITY OF (I) THE UNITS AND (II) THE COMPANY AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE ASSETS AND (B) THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF (I) THE OWNERSHIP OF THE UNITS AND (II) THE COMPANY OR ITS AFFILIATES AND ITS AND THEIR RESPECTIVE ASSETS.
Limitations of Representations and Warranties. The parties agree that nothing in this Agreement shall be construed as:
(a) A warranty or representation that anything made, used, sold, or otherwise disposed of hereunder is or will be free from infringement of rights of third parties; or
(b) An obligation by Licensor to bring or prosecute actions or suits against third parties for infringement of the Licensed Patent Rights; or
(c) Conferring by implication, estoppel or otherwise, any license or rights under any patents of Licensor other than the Licensed Patent Rights, regardless of whether such other patents are dominant or subordinate to the Licensed Patent Rights.
(d) THE PARTIES HEREBY AGREE THAT LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE LICENSED PATENT RIGHTS.
Limitations of Representations and Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE IV, BUYER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO SELLER, WHETHER EXPRESS, IMPLIED OR STATUTORY, IN CONNECTION WITH THE TRANSACTION.
Limitations of Representations and Warranties. Except as specifically set forth in this Article 3 and the information disclosed in schedules pursuant to this Article 3, Seller makes no other representations or warranties to Buyer, whether expressed, implied or statutory, in connection with the purchase and sale of the Shares. Except as provided in this Article 3, Buyer shall have full responsibility for ascertaining all matters pertaining to the Shares being purchased and sold hereunder, including the value and condition of the Company's business and the Assets.
Limitations of Representations and Warranties. Except for the representations and warranties set forth in this Article III and in Article IV and any Transaction Document, neither Seller nor any other Person makes any express or implied representation or warranty with respect to Seller. Seller hereby disclaims any other express or implied representations or warranties. Except for the representations and warranties set forth in this Article III and any Transaction Document, Seller is not making any representations or warranties regarding the Company, JV, their respective Subsidiaries, the Healthcare Portfolio or any pro-forma financial information, financial projections or other forward-looking information or statements with respect thereto. Except for the representations and warranties set forth in this Article III and any Transaction Document, Seller hereby disclaims all liability and responsibility for any representation, warranty, opinion, projection, forecast, statement, memorandum, presentation, advice or information made, communicated or furnished (orally or in writing) to Buyer or its Affiliates or Representatives (including any such opinion, projection, forecast, statement, memorandum, presentation, advice or information made available in any electronic data room hosted by Seller or the Company in connection with the Transactions).
Limitations of Representations and Warranties. (a) Except as specifically stated otherwise, all representations and warranties of Seller relate to and are limited to its operation of the Business and the period of such operation.
(b) Except as specifically stated herein, Seller makes no representation or warranty as to the condition, quality, or other characteristics of the Business or the Acquired Assets, and Buyer is relying upon its investigations and evaluations of the Business and the Acquired Assets.
Limitations of Representations and Warranties. SELLER DOES NOT MAKE, AND HAS NOT MADE, ANY REPRESENTATIONS OR WARRANTIES RELATING TO SELLER, PROPERTY OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS SECTION 5 AND SECTION 9.10.
Limitations of Representations and Warranties. Except for the representations and warranties set forth in Article III and this Article IV and any Transaction Document, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company, JV, Newco, their respective Subsidiaries or the Healthcare Portfolio. The Company hereby disclaims any other express or implied representations or warranties. Except with respect to claims of Fraud and for the representations and warranties set forth in Article III and this Article IV and any Transaction Document, the Company hereby disclaims all liability and responsibility for any representation, warranty, opinion, projection, forecast, statement, memorandum, presentation, advice or information made, communicated or furnished (orally or in writing) to Buyer or its Affiliates or Representatives (including any such opinion, projection, forecast, statement, memorandum, presentation, advice or information made available in any electronic data room hosted by the Seller Group in connection with the Transactions).
Limitations of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE IV (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULE), THE ACQUIRED ASSETS AND THE ASSUMED LIABILITIES ARE BEING SOLD AND TRANSFERRED TO BUYER, AND BUYER IS ACCEPTING THE SAME “AS IS” AND “WHERE IS”, AND SELLER AND ITS AFFILIATES MAKE NO, AND HAVE NOT AUTHORIZED ANY PERSON TO MAKE, AND BUYER IS NOT RELYING ON, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, THE BUSINESS AFFILIATES, THE ACQUIRED ASSETS, THE ASSUMED LIABILITIES, THE BUSINESS OR THE TRANSACTION, INCLUDING WITH RESPECT TO MERCHANTABILITY AND FITNESS FOR USE OR A PARTICULAR PURPOSE, THE OPERATION OF THE BUSINESS BY BUYER AFTER THE CLOSING, OR ANY REPRESENTATION OR WARRANTY ARISING FROM STATUTE OR OTHERWISE IN LAW, AND ANY SUCH REPRESENTATION OR WARRANTY IS EXCLUDED FROM THE SALES AND TRANSFERS HEREUNDER.