Disclaimer of Certain Representations and Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ARTICLE III (AS TO THE COMPANY GROUP AND THE SELLERS) OR ARTICLE IV (AS TO THE SELLERS) OF THIS AGREEMENT, THE SELLERS AND THE COMPANY GROUP EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING AS TO THE CONDITION, FUTURE PROSPECTS, FORWARD LOOKING STATEMENTS, VALUE, OR QUALITY OF THE COMPANY GROUP’S BUSINESS, THE COMPANY GROUP, OR THE ASSETS OF THE COMPANY GROUP OR ANY PART THEREOF; AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ARTICLE III (AS TO THE COMPANY GROUP AND THE SELLERS) OR ARTICLE IV (AS TO THE SELLERS) OF THIS AGREEMENT, THE SELLERS AND THE COMPANY GROUP SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY REPRESENTATION OR WARRANTY ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICES.
Disclaimer of Certain Representations and Warranties. ARCH AND BUYER ACKNOWLEDGE THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NONE OF ARCO, SELLER OR ANY AFFILIATE, EMPLOYEE OR AGENT OF ARCO OR SELLER HAS MADE ANY REPRESENTATION, PROMISE, COVENANT OR WARRANTY REGARDING ANY OF THE COMPANIES, THEIR PROPERTIES, ASSETS, BUSINESS, OPERATIONS, LIABILITIES OR OBLIGATIONS, OR OTHERWISE. ARCO AND SELLER HEREBY DISCLAIM ANY IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN.
Disclaimer of Certain Representations and Warranties. EXCEPT AS SPECIFICALLY PROVIDED IN THIS ARTICLE 4, MTM MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (AND HEREBY DISCLAIMS ANY SUCH REPRESENTATIONS OR WARRANTIES) WITH RESPECT TO (A) THE PROPERTY, (B) LIABILITIES, INCLUDING ENVIRONMENTAL LIABILITIES, ASSOCIATED THEREWITH, OR (C) THE QUANTITY, QUALITY, SUITABILITY FOR MINING OR COSTS OF MINING OF ANY MINERAL RESERVES OR RESOURCES, IF ANY, INCLUDED IN THE PROPERTY.
Disclaimer of Certain Representations and Warranties. Notwithstanding anything contained in the Agreement to the contrary, Seller makes no, and expressly disclaims any, representation or warranty with respect to the amount of coal subject to the Overriding Royalty Interest or the amount, timing or collectibility of payment of the Overriding Royalty Interest.
Disclaimer of Certain Representations and Warranties. The Company makes no representations or warranties and affirmatively disclaims any and all representations and warranties relating to the Parent/Company Litigation, including with respect to the merit or lack thereof of such (a) Parent/Company Litigation, or claims relating to Liabilities or other consequences of such Parent/Company Litigation or (b) relating to infringement or misappropriation by the Company or its Affiliates of any Intellectual Property Rights that either (i) the Parent or any of its Affiliates (excluding Company) owns.
Disclaimer of Certain Representations and Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE III, THE COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING AS TO THE CONDITION, FUTURE PROSPECTS, FORWARD LOOKING STATEMENTS, VALUE, OR QUALITY OF THE COMPANY GROUP’S BUSINESS, OR ANY MEMBER OF THE COMPANY GROUP, OR THE ASSETS OF THE COMPANY GROUP OR ANY PART THEREOF; AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE III, THE COMPANY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY Certain confidential information contained in this document, marked by [***], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential. PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY REPRESENTATION OR WARRANTY ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICES. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. In order to induce the Company to enter into and perform this Agreement and to consummate the Contemplated Transactions, Parent represents and warrants to the Company that the following statements are true, complete and correct as of the date hereof and as of the Closing Date, except that the accuracy of representations and warranties that by their respective terms speak as of the specified date will be determined as of such date.
Disclaimer of Certain Representations and Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ARTICLE 4 AND ARTICLE 5 (AS QUALIFIED BY THE DISCLOSURE SCHEDULE), EACH OF THE SELLER AND THE COMPANY HAVE NOT MADE AND DO NOT MAKE, AND THE SELLER AND THE COMPANY HEREBY DISCLAIM, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN OR ORAL, WITH RESPECT TO THE COMPANY, THE SHARES, THE GROUP COMPANIES, THE ASSETS OR LIABILITIES OR RESULTS OF OPERATIONS OF THE COMPANY OR THE GROUP COMPANIES OR ANY PART OF THE FOREGOING, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION 5.31 SHALL RELEASE SELLER OR THE COMPANY FROM ANY LIABILITY FOR ANY CLAIM BASED ON FRAUD.
Disclaimer of Certain Representations and Warranties. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, PAYOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, (AND HEREBY DISCLAIMS ANY SUCH REPRESENTATIONS OR WARRANTIES) WITH RESPECT TO (A) THE VOLUME OF SALEABLE PRODUCT TO BE PRODUCED FROM THE SUBJECT RESERVES, (B) THE AMOUNT OF SALEABLE PRODUCT, IF ANY, EXISTING AT ANY OF THE SUBJECT RESERVES OR TO BE PRODUCED AND SOLD THEREFROM OR (C) THE AMOUNT OF ROYALTY PAYMENTS, IF ANY, THAT PAYEE MAY RECEIVE PURSUANT TO THIS AGREEMENT.
Disclaimer of Certain Representations and Warranties. 23 4.26 NO OTHER COMMITMENT TO SELL LLC INTERESTS.........................24 4.27 ABSENCE OF UNDISCLOSED LIABILITIES................................24
Disclaimer of Certain Representations and Warranties. ARCH AND ACQUISITION CORP. ACKNOWLEDGE THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NONE OF ARCO, DELTA HOUSING OR ANY AFFILIATE, EMPLOYEE OR AGENT OF ARCO OR DELTA HOUSING HAS MADE ANY REPRESENTATION, PROMISE, COVENANT OR WARRANTY REGARDING ANY OF THE ARCO PARTIES, THEIR PROPERTIES, ASSETS, BUSINESS, OPERATIONS, LIABILITIES OR OBLIGATIONS, OR OTHERWISE. ARCO AND DELTA HOUSING HEREBY DISCLAIM ANY IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN.
