No Additional Representations Or Warranties By Vendor. (a) The Vendor makes no representations or warranties to the Purchaser in addition to those expressly enumerated in Clause 6.1. Except and to the extent provided in Clause 6.1, the Vendor does not warrant title to the Assets or make representations or warranties with respect to: (i) the quantity, quality or recoverability of Petroleum Substances respecting the Lands; (ii) any estimates of the value of the Assets or the revenues applicable to future production from the Lands; (iii) any engineering, geological or other interpretations or economic evaluations respecting the Assets; (iv) the rates of production of Petroleum Substances from the Lands; (v) the quality, condition or serviceability of the Assets; or (vi) the suitability of the use of the Assets for any purpose, or (vii) its title to the Assets. The Purchaser acknowledges that it has made its own independent investigation, analysis, evaluation, verification and inspection of the Vendor's interests in the Assets and the state and condition thereof and that, except for the representations and warranties of the Vendor in Clause 6.1, the Purchaser has relied on such investigation, analysis, evaluation, verification and inspection as to its assessment of the condition (environmental or otherwise), quantum and value of the Assets. (b) Except with respect to the representations and warranties in Clause 6.1 or in the event of fraud, the Purchaser forever releases and discharges the Vendor and its directors, officers, servants, agents and employees from any claims and all liability to the Purchaser, whether in tort or contract, as a result of the use or reliance upon advice, information or materials pertaining to the Assets which was delivered or made available to the Purchaser by the Vendor or its directors, officers, servants, agents or employees prior to or pursuant to this Agreement, including, without limitation, any evaluations, projections, reports and interpretive or non-factual materials prepared by or for the Vendor, or otherwise in the Vendor's possession. The Purchaser shall be deemed irrefutably and conclusively to have relied upon the representations and warranties in Clause 6.1, notwithstanding any other provision of this Agreement and notwithstanding the occurrence of Closing or the receipt of any certificates at Closing, or any investigations it may have conducted prior to Closing. Furthermore, after Closing, the definition of "Permitted Encumbrances" shall be deemed to have been amended so as to delete paragraph (xi) thereof notwithstanding the delivery at Closing of the documents referred to Clause 8.1(f).
Appears in 4 contracts
Sources: Asset Purchase Agreement (Stone Canyon Resources LTD), Asset Purchase Agreement (Terra Nostra Resources LTD), Rescission Agreement (Terra Nostra Technology LTD)
No Additional Representations Or Warranties By Vendor. (a) The Vendor makes no representations or warranties to the Purchaser in addition to other than those expressly enumerated in Clause 6.15.1. Except and to the extent provided in Clause 6.15.1, the Vendor does not warrant title to the Assets or make representations or warranties with respect to:
(i) the quantity, quality or recoverability of Petroleum Substances respecting the Lands;
(ii) any estimates of the value of the Assets or the revenues applicable to future production from the Lands;
(iii) any engineering, geological or other interpretations or economic evaluations respecting the Assets;
(iv) the rates of production of Petroleum Substances from the Lands;
(v) the quality, condition or serviceability of the Assets; or;
(vi) the suitability of the use of the Assets for any purpose, or
(vii) its title to the Assets. The Purchaser acknowledges that it has made its own independent investigation, analysis, evaluation, verification and inspection of the Vendor's ’s interests in the Assets and the state and condition thereof and that, except for the representations and warranties of the Vendor in Clause 6.15.1, the Purchaser has relied on such investigation, analysis, evaluation, verification and inspection as to its assessment of the condition (environmental or otherwise), quantum and value of the Assets.
(b) Except with respect to the representations and warranties in Clause 6.1 5.1 or in the event of fraud, the Purchaser forever releases and discharges the Vendor and its directors, officers, servants, agents and employees from any claims and all liability to the Purchaser, whether in tort or contract, as a result of the use or reliance upon advice, information or materials pertaining to the Assets which was delivered or made available to the Purchaser by the Vendor or its directors, officers, servants, agents or employees prior to or pursuant to this Agreement, including, without limitation, any evaluations, projections, reports and interpretive or non-factual materials prepared by or for the Vendor, or otherwise in the Vendor's ’s possession. The Purchaser shall be deemed irrefutably and conclusively to have relied upon the representations and warranties in Clause 6.15.1, notwithstanding any other provision of this Agreement and notwithstanding the occurrence of Closing or the receipt of any certificates at Closing, or any investigations it may have conducted prior to Closing. Furthermore, after Closing, the definition of "Permitted Encumbrances" shall be deemed to have been amended so as to delete paragraph (xi) thereof notwithstanding the delivery at Closing of the documents referred to Clause 8.1(f).
Appears in 1 contract
No Additional Representations Or Warranties By Vendor. (a) The Each representation and warranty of Vendor makes no representations in this Agreement shall be qualified, by excepting therefrom any matter, event or warranties to the Purchaser in addition to those expressly enumerated in Clause 6.1. Except and circumstance (i) to the extent provided expressly disclosed in Clause 6.1a specified folder of the Disclosure Materials where specifically referenced in the applicable subsection in Section 5.1 or in another Schedule to this Agreement, or (ii) which Purchaser and/or CPEC were otherwise expressly aware of prior to their execution of this Agreement and that in the Vendor does not warrant title absence of this Section 5.2 would constitute or give rise to a breach of a representation or warranty set forth in Section 5.1.
(b) Purchaser and CPEC acknowledge that Purchaser is purchasing the Assets on an ‘as is, where is’ basis, without representation and warranty and without reliance on any information provided to or make on behalf of Purchaser or CPEC by Vendor or its Representatives, whether oral, visually or in writing, except as expressly set forth in Section 5.1. In particular, and without limitation, Vendor hereby negates any representations or warranties warranties, whether contained in any presentation, document, report, correspondence, model, file, memorandum or otherwise, with respect to:
(i) any data, reports, materials or information supplied by Vendor or its Representatives in connection with the quantityAssets, quality or recoverability of Petroleum Substances respecting the Lands;
(ii) any estimates of the value of the Assets this Agreement or the revenues applicable to future production from Transaction, whether provided in the Lands;
(iii) Disclosure Materials or otherwise, including any engineering, geological geological, reserve, resource or other interpretations or economic evaluations respecting the Assets;
(ivii) the rates of production quality, quantity or recoverability of Petroleum Substances from within or under the Lands;
(viii) the value of the Assets or the future cash flow therefrom; and
(iv) except as set forth in Section 5.1(h) and Section 5.1(i) the quality, condition condition, serviceability, fitness or serviceability marketability of the ▇▇▇▇▇ and any Tangibles, depreciable equipment or property or interests which comprise the Assets; or, including their suitability for use for any purpose.
(vic) the suitability Purchaser and CPEC acknowledge and confirm that they have performed and will continue to perform their own due diligence and they have not relied on any data, information or advice from Vendor or its Representatives with respect to any or all of the use matters specifically enumerated in Section 5.1 in connection with the purchase of the Assets for any purposepursuant to this Agreement. In addition, or
(vii) its title to the Assets. The Purchaser acknowledges that it has made its own independent investigation, analysis, evaluation, verification and inspection of the Vendor's interests in the Assets CPEC specifically acknowledge and the state and condition thereof and confirm that, except for with the exception of the representations and warranties expressly set forth in Section 5.1, in agreeing to enter into and to consummate the Transaction, they have relied, and will continue to rely, solely upon their own engineering and other evaluations and projections as the same relate to the Assets and on its own inspection of the Vendor in Clause 6.1, the Purchaser has relied on such investigation, analysis, evaluation, verification all other physical property and inspection as to its assessment of the condition (environmental or otherwise), quantum and value of assets which comprise the Assets.
(bd) Except Vendor makes no representation or warranty with respect to the representations and warranties Environmental Liabilities except as set forth in Clause 6.1 or in the event of fraud, the Purchaser forever releases and discharges the Vendor and its directors, officers, servants, agents and employees from any claims and all liability to the Purchaser, whether in tort or contract, as a result of the use or reliance upon advice, information or materials pertaining to the Assets which was delivered or made available to the Purchaser by the Vendor or its directors, officers, servants, agents or employees prior to or pursuant to this Agreement, including, without limitation, any evaluations, projections, reports and interpretive or non-factual materials prepared by or for the Vendor, or otherwise in the Vendor's possession. The Purchaser shall be deemed irrefutably and conclusively to have relied upon the representations and warranties in Clause 6.1, notwithstanding any other provision of this Agreement and notwithstanding the occurrence of Closing or the receipt of any certificates at Closing, or any investigations it may have conducted prior to Closing. Furthermore, after Closing, the definition of "Permitted Encumbrances" shall be deemed to have been amended so as to delete paragraph (xi) thereof notwithstanding the delivery at Closing of the documents referred to Clause 8.1(fSection 5.1(n).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Crescent Point Energy Corp.)
No Additional Representations Or Warranties By Vendor. (a) A. The Vendor makes no representations or warranties to the Purchaser in addition to those expressly enumerated in Clause 6.16.01. Except and to the extent provided in Clause 6.16.01, the Vendor does not warrant title to the Assets or make representations or warranties with respect to:
: (i) the quantity, quality or recoverability of Petroleum Substances respecting the Lands;
; (ii) any estimates of the value of the Assets or the revenues applicable to future production from the Lands;
; (iii) any engineering, geological or other interpretations or economic evaluations respecting the Assets;
; (iv) the rates of production of Petroleum Substances from the Lands;
; (v) the quality, condition or serviceability of the Assets; or
or (vi) the suitability of the their use of the Assets for any purpose. Without restricting the generality of the foregoing, or
(vii) its title but subject always to Clause 6.03, the Assets. The Purchaser acknowledges that it has made its own independent investigation, analysis, evaluation, verification evaluation and inspection of the Vendor's interests in the Assets and the state and condition thereof and that, except for the representations and warranties of the Vendor in Clause 6.1, the Purchaser that it has relied solely on such investigation, analysis, evaluation, verification evaluation and inspection as to its assessment of the condition (environmental or otherwise)condition, quantum and value of the Assets.
(b) B. Except with respect to the representations and warranties in Clause 6.1 or in the event of fraud6.01, the Purchaser forever releases and discharges the Vendor and its directors, officers, servants, agents and employees from any claims and all liability to the Purchaser or the Purchaser, whether in tort or contract's assigns and successors, as a result of the use or reliance upon advice, information or materials pertaining to the Assets which was delivered or made available to the Purchaser by the Vendor or its directors, officers, servants, agents or employees prior to or pursuant to this Agreement, including, without limitation, any evaluations, projections, reports and interpretive or non-factual materials prepared by or for the Vendor, or otherwise in the Vendor's possession. The Purchaser shall be deemed irrefutably and conclusively to have relied upon the representations and warranties in Clause 6.1, notwithstanding any other provision of this Agreement and notwithstanding the occurrence of Closing or the receipt of any certificates at Closing, or any investigations it may have conducted prior to Closing. Furthermore, after Closing, the definition of "Permitted Encumbrances" shall be deemed to have been amended so as to delete paragraph (xi) thereof notwithstanding the delivery at Closing of the documents referred to Clause 8.1(f).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Cotton Valley Resources Corp)
No Additional Representations Or Warranties By Vendor. (a) The Vendor makes no representations or warranties to the Purchaser in addition to those expressly enumerated in Clause 6.1. Except and to the extent provided in Clause 6.1, the Vendor does not warrant title to the Assets or make representations or warranties with respect to:
: (i) the quantity, quality or recoverability of Petroleum Substances respecting the Lands;
; (ii) any estimates of the value of the Assets or the revenues applicable to future production from the Lands;
; (iii) any engineering, geological or other interpretations or economic evaluations respecting the Assets;
; (iv) the rates of production of Petroleum Substances from the Lands;
; (v) the quality, condition or serviceability of the Assets; or
or (vi) the suitability of the their use of the Assets for any purpose. Without restricting the generality of the foregoing, or
(vii) its title but subject always to Clause 6.3, the Assets. The Purchaser acknowledges that it has made its own independent investigation, analysis, evaluation, verification evaluation and inspection of the Vendor's ’s interests in the Assets and the state and condition thereof and that, except for the representations and warranties of the Vendor in Clause 6.1, the Purchaser that it has relied solely on such investigation, analysis, evaluation, verification evaluation and inspection as to its assessment of the condition (environmental or otherwise)condition, quantum and value of the Assets.
(b) Except with respect to the representations and warranties in Clause 6.1 or in the event of fraud, the Purchaser forever releases and discharges the Vendor and its directors, officers, servants, agents and employees from any claims and all liability to the Purchaser or the Purchaser, whether in tort or contract’s assigns and successors, as a result of the use or reliance upon advice, information or materials pertaining to the Assets which was delivered or made available to the Purchaser by the Vendor or its directors, officers, servants, agents or employees prior to or pursuant to this Agreement, including, without limitation, any evaluations, projections, reports and interpretive or non-factual materials prepared by or for the Vendor, or otherwise in the Vendor's ’s possession. The Purchaser shall be deemed irrefutably and conclusively to have relied upon the representations and warranties in Clause 6.1, notwithstanding any other provision of this Agreement and notwithstanding the occurrence of Closing or the receipt of any certificates at Closing, or any investigations it may have conducted prior to Closing. Furthermore, after Closing, the definition of "Permitted Encumbrances" shall be deemed to have been amended so as to delete paragraph (xi) thereof notwithstanding the delivery at Closing of the documents referred to Clause 8.1(f).
Appears in 1 contract
No Additional Representations Or Warranties By Vendor. (a1) The Vendor makes no representations or warranties to the Purchaser in addition to those expressly enumerated in Clause 6.16.01. Except and to the extent provided in Clause 6.16.01, the Vendor does not warrant title to the Assets or make representations or warranties with respect to:
: (i) the quantity, quality or recoverability of Petroleum Substances respecting the Lands;
; (ii) any estimates of the value of the Assets or the revenues applicable to future production from the Lands;
; (iii) any engineering, geological or other interpretations or economic evaluations respecting the Assets;
; (iv) the rates of production of Petroleum Substances from the Lands;
; (v) the quality, condition or serviceability of the Assets; or
or (vi) the suitability of the their use of the Assets for any purpose. Without restricting the generality of the foregoing, or
(vii) its title to the Assets. The Purchaser acknowledges that it has made its own independent investigation, analysis, evaluation, verification evaluation and inspection of the Vendor's interests in the Assets Assets, including, without limitation, a review of the Vendor's title thereto, and the state and condition thereof and thatthat it has relied, except for together with the Vendor's representations and warranties of the Vendor set forth in Clause 6.16.01, the Purchaser has relied on such investigation, analysis, evaluation, verification evaluation and inspection as to its assessment of the condition (environmental or otherwise)condition, quantum and value of the Assets.
(b2) Except with respect to the representations and warranties in Clause 6.1 6.01 or in the event of fraud, the Purchaser forever releases and discharges the Vendor and its directors, officers, servants, agents and employees from any claims and all liability to the Purchaser or the Purchaser, whether in tort or contract's assigns and successors, as a result of the use or reliance upon advice, information or materials pertaining to the Assets which was delivered or made available to the Purchaser by the Vendor or its directors, officers, servants, agents or employees prior to or pursuant to this Agreement, including, without limitation, any evaluations, projections, reports and interpretive interpretative or non-factual materials prepared by or for the Vendor, or otherwise in the Vendor's possession. The Purchaser shall be deemed irrefutably and conclusively to have relied upon the representations and warranties in Clause 6.1, notwithstanding any other provision of this Agreement and notwithstanding the occurrence of Closing or the receipt of any certificates at Closing, or any investigations it may have conducted prior to Closing. Furthermore, after Closing, the definition of "Permitted Encumbrances" shall be deemed to have been amended so as to delete paragraph (xi) thereof notwithstanding the delivery at Closing of the documents referred to Clause 8.1(f).
Appears in 1 contract
Sources: Agreement of Purchase and Sale (Exco Resources Inc)
No Additional Representations Or Warranties By Vendor. (a) The Vendor makes no representations or warranties to the Purchaser in addition to those expressly enumerated in Clause 6.15.1. Except and to the extent provided in Clause 6.15.1, the Vendor does not warrant title to the Assets or make representations or warranties with respect to:
(i) the quantity, quality or recoverability of Petroleum Substances respecting the Lands;
(ii) any estimates of the value of the Assets or the revenues applicable to future production from the Lands;
(iii) any engineering, geological or other interpretations or economic evaluations respecting the Assets;
(iv) the rates of production of Petroleum Substances from the Lands;
(v) the quality, condition or serviceability of the Assets; or
(vi) the suitability of the use of the Assets for any purpose, or
(vii) its title to the Assets. The Purchaser acknowledges that it has made its own independent investigation, analysis, evaluation, verification and inspection of the Vendor's ’s interests in the Assets and the state and condition thereof and that, except for the representations and warranties of the Vendor in Clause 6.15.1, the Purchaser has relied on such investigation, analysis, evaluation, verification and inspection as to its assessment of the condition (environmental or otherwise), quantum and value of the Assets.
(b) Except with respect to the representations and warranties in Clause 6.1 5.1 or in the event of fraud, the Purchaser forever releases and discharges the Vendor and its directors, officers, servants, agents and employees from any claims and all liability to the Purchaser, whether in tort or contract, as a result of the use or reliance upon advice, information or materials pertaining to the Assets which was delivered or made available to the Purchaser by the Vendor or its directors, officers, servants, agents or employees prior to or pursuant to this Agreement, including, without limitation, any evaluations, projections, reports and interpretive or non-factual materials prepared by or for the Vendor, or otherwise in the Vendor's ’s possession. The Purchaser shall be deemed irrefutably and conclusively to have relied upon the representations and warranties in Clause 6.15.1, notwithstanding any other provision of this Agreement and notwithstanding the occurrence of Closing or the receipt of any certificates at Closing, or any investigations it may have conducted prior to Closing. Furthermore, after Closing, the definition of "“Permitted Encumbrances" ” shall be deemed to have been amended so as to delete paragraph (xi) thereof notwithstanding the delivery at Closing of the documents referred to Clause 8.1(f7.1(f).
Appears in 1 contract
Sources: Asset Purchase Agreement (Capital Reserve Canada LTD)