No Representations Regarding Due Diligence Materials Sample Clauses

The "No Representations Regarding Due Diligence Materials" clause states that the party providing due diligence materials does not guarantee the accuracy, completeness, or reliability of those materials. In practice, this means that any documents, reports, or information shared during the due diligence process are provided as-is, and the receiving party cannot rely on them as definitive or warrantied. This clause serves to protect the disclosing party from liability if errors or omissions are later discovered in the materials, ensuring that the responsibility for verifying information rests with the party conducting due diligence.
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No Representations Regarding Due Diligence Materials. Except as expressly set forth in Article VIII, by making available to Buyer, or furnishing Buyer with the Due Diligence Materials, Sellers do not make any warranty or representation with respect to the accuracy, completeness, conclusions or statements expressed in the Due Diligence Materials. Sellers shall make available to Buyer, or furnish Buyer with, any material updates of the Due Diligence Materials upon receipt by Sellers, but failure to deliver or make available the same shall not in and of itself constitute a default hereunder, or otherwise constitute a failure of a condition to Closing unless and to the extent expressly provided to the contrary in this Agreement. Buyer hereby waives any and all claims against Sellers or any party that prepared or furnished the Due Diligence Materials arising out of any inaccuracy, incompleteness, conclusions or statements expressed in the Due Diligence Materials furnished or made available by Sellers or any other party (provided the foregoing shall not limit claims Buyer may have against Sellers for misrepresentations or breaches of warranties expressly set forth in Article VIII of this Agreement).
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No Representations Regarding Due Diligence Materials. By making available to or furnishing Purchaser with the Due Diligence Materials, Seller does not make any warranty or representation with respect to the accuracy, completeness, conclusions or statements expressed in the Due Diligence Materials. Seller shall make available to or furnish Purchaser with any other existing written information, reports or updates of such Due Diligence Materials, to the extent in existence, within five (5) Business Days following reasonable request by Purchaser, but failure to deliver or make available same shall not in and of itself constitute a default hereunder, or otherwise constitute a failure of a condition to the Closing. Purchaser hereby waives any and all claims against Seller or any party that prepared or furnished the Due Diligence Materials arising out of any inaccuracy, incompleteness, conclusions or statements expressed in the Due Diligence Materials furnished or made available by Seller or any other party. The immediately preceding sentence of this Section 6.2 shall survive the Closing until the Survival Date (as such term is defined in Section 26.1) set forth in Section 26.1 or the termination of this Agreement.
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No Representations Regarding Due Diligence Materials. By making available to or furnishing Buyer with the Due Diligence Materials, Sellers do not make any warranty or representation with respect to the accuracy, completeness, conclusions or statements expressed in the Due Diligence Materials, except with respect to schedules or exhibits prepared by Seller or under its direction but subject to any qualifications and limitations stated therein.
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No Representations Regarding Due Diligence Materials. By making available to or furnishing Purchaser with the Due Diligence Materials, except as expressly provided in Section 9.1.20, Seller does not make any warranty or representation with respect to the accuracy, completeness, conclusions or statements expressed in the Due Diligence Materials. Seller shall make available to or furnish Purchaser with any other existing written information, reports or updates of such Due Diligence Materials, to the extent in existence, within three (3) Business Days following reasonable request by Purchaser, but failure to deliver or make available same shall not in and of itself constitute a default hereunder, or otherwise constitute a failure of a condition to the Closing. Except to the extent such claim results from the breach of a representation or warranty expressly made by Seller in this Agreement or in any Seller’s Documents, Purchaser hereby waives any and all claims against Seller arising out of any inaccuracy, incompleteness, conclusions or statements expressed in the Due Diligence Materials furnished or made available by Seller or any other party. The immediately preceding sentence of this Section 6.2 shall survive the Closing until the Survival Date (as such term is defined in Section 26.1) set forth in Section 26.1 or the termination of this Agreement.
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Related to No Representations Regarding Due Diligence Materials

  • Due Diligence Materials Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser for its review the following items: a. True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office.

  • Diligence Materials The Company has provided to the Representative and Representative Counsel all materials required or necessary to respond in all material respects to the diligence request submitted to the Company or Company Counsel by the Representative.

  • Representations and Warranties Regarding the Contract Files Seller represents and warrants as of the execution and delivery of this Agreement and as of the Closing Date, in the case of the Initial Contracts, and as of the applicable Subsequent Transfer Date, in the case of Subsequent Contracts, that:

  • Customer Representations Customer represents and warrants that (i) it has a legitimate business interest or obtained all permissions and consent required by law to transfer the Content so that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may lawfully use and process in accordance with this Agreement; and (ii) it has delegated authority to its advisors in providing instructions in connection with the Services, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has no duty to verify such instructions with Customer; and (iii) it will not use the Services for any fraudulent or unlawful purposes, not allow others to do so.

  • Contractor Representations Contractor represents and warrants to Subcontractor as follows: (a) Contractor (i) is duly organized, validly existing and in good standing under the laws of its state of incorporation or organization, (ii) has the power and authority to own its properties and to carry on business as now being conducted, and (iii) has the power to execute and deliver this Subcontract; (b) The execution and performance by Contractor of the terms and provisions of this Subcontract by Contractor have been duly authorized by all requisite action, and neither the execution nor the performance of this Subcontract will violate any provision of law, any order of any court or other agency of government, the organizational documents of Contractor or any indenture, agreement or other instrument to which Contractor is a party, or by which Contractor is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by this Subcontract, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Contractor pursuant to, any such indenture agreement or instrument; (c) Contractor has obtained all licenses, permits and approvals required to perform the Services to be provided by Contractor under the Prime Contract; and (d) Contractor is not under suspension or debarment by the Commonwealth or any other governmental entity, instrumentality or authority.