Limitations of Representations and Warranties. The following limitations apply with regard to any representations and warranties by Seller:
(a) Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to Seller, the Assets, and the officers and employees of Seller, and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely on the basis of its own independent investigation and upon the express representations, warranties, covenants, and agreements set forth in this Agreement. Without limiting the above, Buyer has, prior to the execution and delivery of this Agreement, (i) reviewed the environmental site assessments available to Seller with respect to the Assets that were provided to Buyer and are more fully described in Section 4.2 of the Disclosure Schedule, (ii) had full opportunity to conduct to its satisfaction inspections of the Assets, and (iii) fully completed all inspections of the Assets. Buyer acknowledges, after such review and inspections, that no further investigation of the Assets is necessary for purposes of acquiring the Assets for Buyer's intended use. BUYER ACKNOWLEDGES THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
(b) WITHOUT LIMITING THE ABOVE, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SELLER MAKES NO, AND DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE REGARDING ALL GEOLOGICAL DATA, RESERVE OR RESOURCE DATA, SUFFICIENCY OF MINING RIGHTS (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.l(a) ABOVE), PROCESSING CAPABILITIES OF THE ASSETS, MINEABILITY OF COAL, QUALITY OF COAL RESERVES AND INVENTORIES. THE ACREAGES OF THE REAL PROPERTY SET FORTH IN THIS AGREEMENT ARE APPROXIMATIONS AND ANY REPRESENTATION OR WARRANTY WITH RESPECT THERETO IS DISCLAIMED.
Limitations of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV (AS MODIFIED, SUBJECT TO THE LIMITATIONS AND QUALIFICATIONS SET FORTH IN SECTION 11.2(c), BY THE COMPANY DISCLOSURE SCHEDULE), THE COMPANY MAKES NO, AND HAS NOT AUTHORIZED ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON TO MAKE ANY OTHER, EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY, ITS AFFILIATES OR THE TRANSACTIONS, AND THE COMPANY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES MADE OUTSIDE OF THIS AGREEMENT, WHETHER MADE BY THE COMPANY, ANY AFFILIATE OF THE COMPANY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EQUITYHOLDERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON OR WHETHER ARISING FROM STATUTE OR OTHERWISE IN LAW, FROM A COURSE OF DEALING OR A USAGE OF TRADE OR OTHERWISE AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY BUYER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF ITS AFFILIATES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV (AS MODIFIED, SUBJECT TO THE LIMITATIONS AND QUALIFICATIONS SET FORTH IN SECTION 11.2(c), BY THE COMPANY DISCLOSURE SCHEDULE), THE COMPANY HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR ANY OF ITS AFFILIATES OR ANY OTHER PERSON, INCLUDING ANY INFORMATION MADE AVAILABLE IN THE DATA ROOM IN CONNECTION WITH THE TRANSACTIONS). THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS CONDUCTED BY THE COMPANY OR ANY OTHER PERSON.
Limitations of Representations and Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE III, SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO BUYER, WHETHER EXPRESS, IMPLIED OR STATUTORY, IN CONNECTION WITH THE TRANSACTION. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE III, SELLER’S INTEREST IN THE COMPANY IS BEING TRANSFERRED THROUGH THE SALE OF THE UNITS, AND THE UNITS SHALL BE DEEMED TO BE DIRECTLY, AND ANY INTEREST OF SELLER IN THE ASSETS OWNED BY THE COMPANY SHALL BE DEEMED TO BE INDIRECTLY, TRANSFERRED BY SELLER TO BUYER “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE III AS TO (A) THE CONDITION, VALUE OR QUALITY OF (I) THE UNITS AND (II) THE COMPANY AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE ASSETS AND (B) THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF (I) THE OWNERSHIP OF THE UNITS AND (II) THE COMPANY OR ITS AFFILIATES AND ITS AND THEIR RESPECTIVE ASSETS.
Limitations of Representations and Warranties. The parties agree that nothing in this Agreement shall be construed as:
(a) A warranty or representation that anything made, used, sold, or otherwise disposed of hereunder is or will be free from infringement of rights of third parties; or
(b) An obligation by Licensor to bring or prosecute actions or suits against third parties for infringement of the Licensed Patent Rights; or
(c) Conferring by implication, estoppel or otherwise, any license or rights under any patents of Licensor other than the Licensed Patent Rights, regardless of whether such other patents are dominant or subordinate to the Licensed Patent Rights.
(d) THE PARTIES HEREBY AGREE THAT LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE LICENSED PATENT RIGHTS.
Limitations of Representations and Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE IV, BUYER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO SELLER, WHETHER EXPRESS, IMPLIED OR STATUTORY, IN CONNECTION WITH THE TRANSACTION.
Limitations of Representations and Warranties. Without limiting the disclaimer in Section 2.6 above, except as specifically set forth in this Article 3 and the information disclosed in schedules pursuant to this Article 3, Seller makes no other representations or warranties to Buyer, whether expressed, implied or statutory, in connection with the purchase and sale of the Shares. Except as provided in this Article 3, Buyer shall have full responsibility for ascertaining all matters pertaining to the Shares being purchased and sold hereunder, including the value and condition of the Company's business and of the Included Assets.
Limitations of Representations and Warranties. None of the representations and warranties in this Article 2: (i) other than those contained in Article 2.6, 2.9, 2.10, 2.11(a)(vi), 2.11(a)(vii), 2.11(a)(ix), 2.11(a)(x), 2.11(d), 2.11(e) and 2.19, shall be deemed to constitute a warranty or representation in respect of the Real Property; (ii) other than those contained in Article 2.14 shall be deemed to constitute a warranty or representation in respect of Intellectual Property Rights; and (iii) other than those contained in Article 2.11(a)(xiii) and 2.16 shall be deemed to constitute a warranty or representation in respect of Environmental Matters.
Limitations of Representations and Warranties. SELLER DOES NOT MAKE, AND HAS NOT MADE, ANY REPRESENTATIONS OR WARRANTIES RELATING TO SELLER, PROPERTY OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS SECTION 5 AND SECTION 9.10.
Limitations of Representations and Warranties. Antrim makes no representations or warranties except as expressly set forth in this Article III and in particular, and without limiting the generality of the foregoing, Antrim hereby negates any and all representations or warranties, whether contained in any information memorandum or otherwise, except for those set forth above in this Article III, with respect to (i) the quantity, quality or recoverability of petroleum substances produced from the area covered by the Permits; (ii) any estimates of the value of the Permits or the revenues applicable to future production therefrom; (iii) quality or value of any engineering, geological or other interpretations or economic evaluations respecting the Permits; (iv) the rates of production of petroleum substances from the area covered by the Permits; (v) the quality, condition or serviceability of the Permits; or (vi) the suitability of their use for any purpose.
Limitations of Representations and Warranties. Except for the representations and warranties set forth in this Article III and in Article IV and any Transaction Document, neither Seller nor any other Person makes any express or implied representation or warranty with respect to Seller. Seller hereby disclaims any other express or implied representations or warranties. Except for the representations and warranties set forth in this Article III and any Transaction Document, Seller is not making any representations or warranties regarding the Company, JV, their respective Subsidiaries, the Healthcare Portfolio or any pro-forma financial information, financial projections or other forward-looking information or statements with respect thereto. Except for the representations and warranties set forth in this Article III and any Transaction Document, Seller hereby disclaims all liability and responsibility for any representation, warranty, opinion, projection, forecast, statement, memorandum, presentation, advice or information made, communicated or furnished (orally or in writing) to Buyer or its Affiliates or Representatives (including any such opinion, projection, forecast, statement, memorandum, presentation, advice or information made available in any electronic data room hosted by Seller or the Company in connection with the Transactions).
