Limited Representations and Warranties Sample Clauses
The "Limited Representations and Warranties" clause defines the specific assurances or guarantees that one party makes to another within a contract, while expressly restricting their scope. In practice, this clause outlines exactly which facts or conditions are being warranted—such as the accuracy of financial statements or compliance with laws—and clarifies that no other representations are being made beyond those listed. Its core function is to limit the liability of the party making the representations by preventing the other party from relying on any statements or assurances not explicitly included in the contract, thereby reducing the risk of future disputes over implied or assumed promises.
POPULAR SAMPLE Copied 5 times
Limited Representations and Warranties a. The Lender hereby represents and warrants to AMTL the following:
i. due incorporation and valid existence under the laws of Switzerland, with the power and authority to own its properties and conduct its business in the ordinary course;
ii. the execution of this Agreement and the consummation of the transactions thereunder are duly authorized by the competent corporate bodies;
iii. Lenders are granting the Loan and upon any Exercise will acquire Common Shares for their own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act. The Lender is acquiring the Securities hereunder in the ordinary course of its business. The Lender does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities
iv. Lenders are “accredited investors” as that term is defined in Rule 501(a) of Regulation D of the Securities Act;
v. Lenders have been given the opportunity to ask questions and receive answers concerning the terms and conditions of the offering of and to obtain any additional information which AMTL possess or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information provided to the Lenders;
vi. Lenders understand that, except as provided in Section 8.5(e) hereof: (a) the Securities have not been and are not being registered under the Securities Act or any United States state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Lenders shall have delivered to AMTL an opinion of counsel, in a form reasonably satisfactory to AMTL, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Lenders provide AMTL with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended, (or a successor rule thereto) (collectively, Rule 144); (b) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter...
Limited Representations and Warranties. Seller makes no representation or warranty whatsoever as to existing or proposed governmental laws or regulations applicable to the Property, including without limitation laws or regulations concerning the Americans with Disabilities Act (“ADA”), zoning or land use or Hazardous Materials (as defined in Section 5.3). Buyer acknowledges that it has entered into this Agreement and if Buyer purchases the Property hereunder, Buyer will do so on the basis of its own review and investigation of the applicability and effect of such laws and regulations, and Buyer assumes the risks that adverse matters may not have been revealed by its investigation.
Limited Representations and Warranties. The Specified Representations and the Merger Agreement Representations shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality, shall be true and correct in all respects).
Limited Representations and Warranties. (a) The Buyer acknowledges and agrees that except for the representations and warranties in Schedule G, no express or implied representations or warranties are or have been made relating to the Portfolio Assets or the Underlying Interests and all implied representations or warranties of any kind or nature whatsoever with respect to the Portfolio Assets or the Underlying Interests are expressly excluded to the maximum extent allowed by Legal Requirements. Except for representations made by the Sellers in Schedule G, the Buyer acknowledges that it is relying solely upon its own investigations with respect to, and that the Sellers do not make any representations or warranties with respect to, the following matters:
(i) the value, merchantability or fitness for any purpose of the mineral or real property interests underlying the Portfolio Assets (the "Underlying Interests"); the existence or presence of any mineral substances, ore, the feasibility or profitability of any operation on or with respect to the Underlying Interests; the value of the Portfolio Assets; the right or ability of any operator of the Underlying Interests (an "Operator") to mine or produce minerals or ore from the Underlying Interests; the likelihood that minerals or ore can or will be removed from the Underlying Interests in commercially saleable quantities; the physical condition of the Underlying Interests; the existence of contaminants on the Underlying Interests; and any Environmental Liabilities associated with the Portfolio Assets or the Underlying Interests;
(ii) the right or ability of any of the Operators to perform their obligations under the Royalty Instruments, Stream Instruments or Offtake Instruments, or the legal status or financial condition of any of the Operators;
(iii) the title, if any, of any of the Operators to the Underlying Interests; the absence of third-party claims to or interests in the Underlying Interests; the status or good standing of the Underlying Interests; whether any or all of the Underlying Interests continue to exist; whether Taxes required to maintain the Underlying Interests in good standing have been paid; or whether any rights in respect of the Underlying Interests were validly obtained by conversion, extension or substitution of concessions;
(iv) any engineering, geological or other interpretations or economic evaluations respecting the Underlying Interests;
(v) the quality, condition (physical or otherwise) or serviceability of the Portfolio As...
Limited Representations and Warranties. The (i) Specified Acquisition Representations shall be true and correct in all material respects (or, if qualified as to “materiality” or “Material Adverse Effect,” in all respects) to the extent required by the definition thereof and (ii) the Specified Representations shall be true and correct in all material respects (or, if qualified as to “materiality” or “Material Adverse Effect”, in all respects) on and as of the Closing Date, except in the case of any such representation and warranty under either clause (i) or (ii) that expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (or, if qualified by materiality or “Material Adverse Effect”, in all respects) as of such earlier date.
Limited Representations and Warranties. 17 ARTICLE VI Conditions of Closing Applicable to GT Acquisition..17 6.01 Termination..............................................17 6.02 Bring Down...............................................17 6.03
Limited Representations and Warranties. Purchaser acknowledges it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, except for the statements, representations and warranties contained in this Agreement. Purchaser has conducted its own investigation with respect to the Convertible Notes and has been given the opportunity (together with Purchaser’s counsel, accountants and other advisors) to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Exchange and other matters pertaining to this investment. Purchaser further acknowledges that it has the capacity to protect its own interests and has determined that the Convertible Notes are a suitable investment for Purchaser. Purchaser is not relying on the Company with respect to individual or corporate tax considerations involved in this investment, and has consulted its own independent advisors or otherwise satisfied itself concerning, without limitation, the tax and legal considerations relevant to the investment in the Convertible Notes and the Exchange.
Limited Representations and Warranties. The (i) Specified Acquisition Representations shall be true and correct as required by the definitions thereof and (ii) the Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided, however, that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects on and as of the Closing Date, except in the case of any such representation or warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date.
Limited Representations and Warranties. Seller is a limited liability company duly formed, presently existing and in good standing under the laws of the State of California, is qualified to transact business in the State of California, and has the power and authority to own, and does own, the Mitigation Credits, and the power and authority to consummate the sale of Conveyed Credits as contemplated by this Agreement, and the person executing this Agreement has the full authority to bind Seller. This Agreement and all instruments, including assignment and/or conveyance documents to be executed by Seller in connection herewith are or when delivered to Buyer will be duly authorized, executed and delivered by Seller and will be valid, binding and enforceable obligations of Seller. Neither this Agreement nor any instrument, including assignment and/or conveyance documents to be executed by Seller in connection herewith does now or will hereafter constitute a breach or default or invalidate, make inoperative or interfere with any contract, agreement, right or interest affecting or relating in any manner to the Conveyed Credits. The Conveyed Credits shall be assigned/conveyed to Buyer at the closing free and clear of all liens or other encumbrances of any type, monetary or non-monetary.
Limited Representations and Warranties. The Company acknowledges and agrees that no Buyer makes and has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.