Express Representations Sample Clauses
An Express Representations clause explicitly sets out the specific statements or assurances that one party makes to another within a contract. These representations may relate to facts about the parties, the subject matter of the agreement, or compliance with laws, and are typically listed in detail to avoid ambiguity. By clearly stating what is being represented, this clause helps allocate risk and responsibility, ensuring that both parties have a mutual understanding of the key facts and reducing the likelihood of disputes over misrepresentation.
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Express Representations. Except as provided in the express representations and warranties of Seller set forth in Sections 5.1 and 11.1 of this Agreement and except as may be expressly set forth in the documents executed and delivered by Seller at Closing, and subject to the limitations of time and money set forth in Sections 5.4 and 10.2 herein (collectively, the “Express Representations”), Seller does not, by the execution and delivery of this Agreement, and Seller shall not, by the execution and delivery of any document or instrument executed and delivered in connection with Closing, make any covenant, representation, or warranty, express or implied, of any kind or nature whatsoever, with respect to the Property, and all such covenants, representations, and warranties are hereby disclaimed.
Express Representations. Section 8.1
Express Representations. Except as provided in the express representations and warranties of Seller set forth in Sections 5.1 and 11.1 of this Agreement and except as may be expressly set forth in the documents executed and delivered by Seller at Closing (including any Seller Estoppels (as defined in Section 7.1.2)), and subject to the limitations of time and money set forth in Sections 5.4 and 10.2 herein (collectively, the “Express Representations”), Seller does not, by the execution and delivery of this Agreement, and Seller shall not, by the execution and delivery of any document or instrument executed and delivered in connection with Closing, make any representation or warranty, express or implied, of any kind or nature whatsoever, with respect to the Property, and all such representations and warranties are hereby disclaimed.
Express Representations. Except as provided in the express representations and warranties of BCSP set forth in Section 5.1 of this Agreement and except as may be expressly set forth in the documents executed and delivered by BCSP at Closing (collectively, the “Express Representations”), and subject to the limitations of time and money set forth in Article 5 and Article 10 herein, BCSP does not, by the execution and delivery of this Agreement, and BCSP shall not, by the execution and delivery of any document or instrument executed and delivered in connection with Closing, make any representation or warranty, express or implied, of any kind or nature whatsoever, with respect to the Property, and all such representations and warranties are hereby disclaimed.
Express Representations. 37 FDA ........................................................ 74 FDCA ...................................................... 74
Express Representations. Except as provided in the express representations and warranties of Seller set forth in this Agreement and except as may be expressly set forth in the documents executed and delivered by Seller at Closing (collectively, the “Express Representations”), and subject to the limitations of time and money set forth in Sections 5.4 and 10.2 herein, Seller does not, by the execution and delivery of this Agreement, and Seller shall not, by the execution and delivery of any document or instrument executed and delivered in connection with Closing, make any representation or warranty, express or implied, of any kind or nature whatsoever, with respect to the Property.
Express Representations. Each party agrees that an Indemnified Party’s rights to indemnification contained in this Article 9 relating to the representations, warranties, covenants and obligations of a party are part of the basis of the bargain contemplated by this Agreement; and such representations, warranties, covenants and obligations, and the rights and remedies that may be exercised by the Indemnified Party with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Indemnified Party shall be deemed to have relied upon such representations, warranties, covenants or obligations notwithstanding) any knowledge on the part of any Indemnified Party or any of its Representatives, regardless of whether obtained through any investigation by any Indemnified Party or any Representative of any Indemnified Party or through disclosure by the Indemnitor or any other Person (other than by specific inclusion in the Disclosure Schedule), and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement. The Indemnified Party understands, acknowledges and agrees that (i) it has not relied on the omission or absence of any information in its evaluation of the transactions contemplated hereby, (ii) it has relied solely and exclusively on the representations and warranties of the Indemnitor expressly and specifically set forth in Article 3 or Article 4 of this Agreement, as applicable, (iii) such representations and warranties by the Indemnitor specifically set forth in Article 3 or Article 4 of this Agreement, as applicable, constitute the sole and exclusive representations and warranties of the Indemnitor to the Indemnified Party in connection with this Agreement and the transactions contemplated by this Agreement and the Indemnitor has not made and is not making any representations or warranties whatsoever, express or implied, except as provided in Article 3 or Article 4 of this Agreement, as applicable and (iv) all other representations and warranties of any kind or nature, whether express or implied, oral or written, except to the extent and as expressly and specifically covered by a representation and warranty made by the Indemnitor set forth in Article 3 or Article 4 of this Agreement, as applicable, are not and have not been relied upon by the Indemnified Party and are expressly and specifically disclaimed and shall not form the basis of any claim by the Indemnified Party for breach of representati...
Express Representations. Seller hereby represents to Purchaser that: (a) Seller has a perfected security interest in the Purchased Assets to the extent such perfection can be effected under federal or California state law, and Seller has the right to foreclose and sell to Purchaser the Purchased Assets free and clear of any right, lien or claims by Borrower.
Express Representations. Purchaser acknowledges and agrees that it has been given a full opportunity to inspect and investigate every aspect of the Property, including all matters related to legal status and requirements, physical condition, title, and any and all other matters Purchaser determines to be of significance. Except as provided in the express representations and warranties of Seller set forth in Sections 5.1 and 12.1 of this Agreement and except as may be expressly set forth in the documents executed and delivered by Seller at Closing, and subject to the limitations of time and money set forth in Sections 5.4 and 10.2 herein (collectively, the “Express Representations”), Seller does not, by the execution and delivery of this Agreement, and Seller shall not, by the execution and delivery of any document or instrument executed and delivered in connection with Closing, make any representation or warranty, express or implied, of any kind or nature whatsoever, with respect to the Property, and all such representations and warranties are hereby disclaimed.