Scope of Representations Sample Clauses
The "Scope of Representations" clause defines the boundaries and extent of the statements and assurances made by the parties within a contract. It clarifies which representations are being made, to whom they apply, and under what circumstances they are valid—such as whether they cover only information disclosed up to the signing date or also include future events. By delineating these parameters, the clause helps prevent misunderstandings about the parties' obligations and limits potential liability, ensuring that each party knows exactly what is being warranted or guaranteed.
Scope of Representations. Anything to the contrary in this Section 3.1 notwithstanding, no representation or warranty made by the Company in this Agreement shall be deemed to be untrue or incorrect at the date hereof if the failure of such representation or warranty to be true and correct as of such date (or as of any other specified date) does not have, individually or in the aggregate, a Material Adverse Effect on the Company at the date hereof.
Scope of Representations. Anything to the contrary in this Section 3.2 notwithstanding, no representation or warranty made by Parent in this Agreement shall be deemed to be untrue or incorrect at the date hereof if the failure of such representation or warranty to be true and correct as of such date (or as of any other specified date) does not have, individually or in the aggregate, a Material Adverse Effect at the date hereof.
Scope of Representations. TIBCO acknowledges that the ------------------------ representations made in this Article III are made by each Stockholder only as to himself or itself, as the case may be.
Scope of Representations. Except to the extent expressly set forth in this Agreement, Seller makes no representations or warranties whatsoever and disclaims all liability and responsibility for any other representation, warranty, statement or information made or communicated (orally or in writing) to Buyer. Without limiting the generality of the foregoing, except as set forth in Article III, NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE MERCHANTABILITY, USEFULNESS OR SUITABILITY FOR ANY PURPOSE OF ANY PERSONAL PROPERTY OF PEI, INCLUDING, WITHOUT LIMITATION (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (b) ANY RIGHTS OF BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION AND (c) ANY CLAIM BY BUYER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO SUCH PERSONAL PROPERTY, IT BEING UNDERSTOOD THAT, EXCEPT AS AFORESAID, SUCH PERSONAL PROPERTY SHALL EXIST IN ITS PRESENT CONDITION AND STATE OF REPAIR, "AS IS" AND "WHERE IS", WITH ALL FAULTS.
Scope of Representations. 30 ARTICLE XI MISCELLANEOUS......................................................31 11.01 Confidentiality...................................................31 11.02 Brokers...........................................................31 11.03 Expenses..........................................................31 11.04 Notices...........................................................31
Scope of Representations. Except to the extent expressly set forth in this Agreement, Seller makes no representations or warranties whatsoever and disclaims all liability and responsibility for any other representation, warranty, statement or information made or communicated (orally or in writing) to Buyer. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, Seller makes no representation or warranty as to title to any of the assets or properties of the AMPCO Companies and, with respect to any personal property and equipment included within such assets or properties, SELLER EXPRESSLY DISCLAIMS AND NEGATES ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS.
Scope of Representations. 38 9.2 Survival................................................... 38 ARTICLE X MISCELLANEOUS.............................................. 39 10.1 Expenses................................................... 39 10.2 Notices.................................................... 40 10.3 Remedies................................................... 40 10.4
Scope of Representations. EACH OF THE MEMBERS HEREBY ACKNOWLEDGES AND AGREES THAT, IN CONNECTION WITH THE DRAFTING, PREPARATION AND NEGOTIATION OF THIS AGREEMENT, THE FORMATION OF THE COMPANY AND ANY OTHER MATTERS RELATED THERETO, (I) ▇▇▇▇▇ ▇▇▇▇▇▇ LLP HAS ONLY REPRESENTED THE INTERESTS OF THE MANAGING MEMBER AND NOT THE INTERESTS OF THE OPERATING MEMBER OR THE COMPANY. THE ATTORNEYS, ACCOUNTANTS AND OTHER EXPERTS WHO PERFORM SERVICES FOR ANY OF THE PARTIES HERETO MAY ALSO PERFORM SERVICES FOR THE COMPANY. TO THE EXTENT THE FOREGOING REPRESENTATION CONSTITUTES A CONFLICT OF INTEREST, EACH OF THE MEMBERS HEREBY EXPRESSLY WAIVES ANY SUCH CONFLICT OF INTEREST. THE MEMBERS FURTHER ACKNOWLEDGE THAT THE ATTORNEYS, ACCOUNTANTS AND OTHER EXPERTS WHO PERFORM SERVICES FOR THE COMPANY OR ANY MEMBER SHALL NOT BE DEEMED BY VIRTUE OF SUCH REPRESENTATION TO HAVE ALSO REPRESENTED ANY OTHER MEMBER IN CONNECTION WITH ANY SUCH MATTERS.
Scope of Representations. Except to the extent expressly set forth in this Agreement, Seller makes no representations or warranties whatsoever and disclaims all liability and responsibility for any other representation, warranty, statement or information made or communicated (orally or in writing) to Buyer. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, Seller makes no representation or warranty as to title to any of the assets or properties of the Companies or the Alba Companies and, with respect to any personal property and equipment included within such assets or properties, SELLER EXPRESSLY DISCLAIMS AND NEGATES ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS. Further, Seller makes no representations or warranties as to (i) the amounts of or values with respect to any hydrocarbon reserves attributable to the Companies, the Alba Companies or the Business or (ii) the results of the drilling of any ▇▇▇▇▇ prior to Closing.
Scope of Representations. Purchaser acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property, except as expressly set forth in Section 9 of this Agreement. In particular but not by way of limitation, Seller makes no warranty or representation, express or implied, relating to the amount of floor area within the Improvements; compliance of the Improvements with current building codes, including without limitation those relating to updated or revised standards for plumbing, electrical, structural, environmental, or seismic matters; or compliance of the improvements with the Americans With Disabilities Act Of 1990, as amended. Purchaser represents and warrants that it has not relied on and will not rely on, either directly or indirectly, any representation or warranty of Seller not explicitly set forth in this Agreement. SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY THIRD-PARTY REPORTS PROVIDED TO PURCHASER. SUBJECT TO AND EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 9, SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, INCLUDING WITHOUT LIMITATION, STATEMENTS ON ANY INTERNET WEBSITE OR DATABASE, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON.