Limited Representations Sample Clauses
The Limited Representations clause defines and restricts the specific assurances or statements a party makes regarding certain facts or conditions within an agreement. Typically, this clause clarifies that only the representations explicitly listed in the contract are being made, and no additional or implied representations are provided. For example, a seller may only guarantee the accuracy of financial statements up to a certain date, without making broader promises about future performance. The core function of this clause is to limit the scope of liability and prevent disputes over unintentional or assumed representations, thereby ensuring both parties have a clear understanding of their obligations and risks.
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Limited Representations. Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and its Subsidiaries which have been requested and materials relating to the offer and sale of the Shares, Warrant and Warrant Shares, which have been requested by Investor. Investor and its advisors, if any, have been afforded the opportunity to ask such questions of the Company as they deem appropriate for purposes of the investment contemplated hereby. Investor acknowledges and agrees that the most recent disclosure of the Company's results is for the three and nine month periods ended on, and the most recent disclosure of the Company's financial condition is at, September 30, 2013, as reported on the Company's quarterly report on Form 10-Q, filed with the Commission on November 12, 2013, and that, except as disclosed in the SEC documents, no information more recent than such date has been provided to or requested by Investor as to the Company's results, operations, financial condition, business or prospects. Investor understands that its purchase of the Shares, Warrant and, if applicable, Warrant Shares involves a high degree of risk and that Investor may lose its entire investment in the Shares, Warrant and, if applicable, Warrant Shares, and that Investor can afford to do so without material adverse consequences to its financial condition. Investor is not relying on, nor has any, information provided by the Company and its Subsidiaries, except to the extent provided in Section 3 herein.
Limited Representations. The parties expressly acknowledge and agree that (a) SDTS and Oncor have not made and shall not be deemed to have made to SU any representations or warranties relating to the STX Assets, the Subject STX Operations or any other matter, except for the representations and warranties expressly made by SDTS in Article III of this Agreement and (b) SU has not made and shall not be deemed to have made to SDTS any representations or warranties relating to the NTX Assets, the Subject NTX Operations or any other matter, except for the representations and warranties expressly made by SU in Article IV of this Agreement. Without limiting the generality of the foregoing, the parties further acknowledge and agree that none of SDTS, Oncor, SU or their respective Affiliates or Representatives has made or is making any (i) express or implied warranties as to any financial projections or other forward-looking information with respect to the Subject STX Operations or the Subject NTX Operations, as applicable, (ii) implied warranties of merchantability and fitness for a particular purpose with respect to the STX Assets or the NTX Assets, as applicable, or (iii) express or implied warranties as to any other matter which, under applicable Law, would be deemed to give rise to any express or implied warranty unless such warranties were expressly disclaimed, and SDTS, Oncor and SU hereby disclaim any other representations or warranties that would otherwise be deemed to be made by SDTS, Oncor or SU or their respective Affiliates or Representatives in connection with this Agreement or the Transactions. Each party further agrees not to assert any Claims or take any position in any Legal Proceeding that is inconsistent with the provisions of this Section 10.02.
Limited Representations. Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and its Subsidiaries which have been requested and materials relating to the offer and sale of the Shares, Warrant and Warrant Shares which have been requested by Investor. Investor and its advisors, if any, have been afforded the opportunity to ask such questions of the Company as it deems appropriate for purposes of the investment contemplated hereby. Investor acknowledges that the Company has not disclosed its results for the twelve month period ending on, or its financial condition at, December 31, 2004, and that the Company has no plans to do so until the completion of its audit for such period and the filing of its annual report on Form 10-K with the SEC, which may be delayed or extended in accordance with the SEC rules. Investor acknowledges that the most recent disclosure of the Company’s results is for the three month period ending on, and the most recent disclosure of the Company’s financial condition is at, September 30, 2004, as reported on the Company’s quarterly report on Form 10-Q, and that no information more recent than such date has been provided to Investor as to the Company’s results, operations, financial condition, business or prospects. Investor understands that its purchase of the Shares, Warrant and, if applicable, Warrant Shares involves a high degree of risk and that Investor may lose its entire investment in the Shares, the Warrant and if applicable the Warrant Shares, and that Investor can afford to do so without material adverse consequences to its financial condition. Investor is not relying on any information provided by the Company and its Subsidiaries, except to the extent provided in Section 3 herein.
Limited Representations. Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and its Subsidiaries which have been requested and materials relating to the offer and sale of the Shares, Exercised March Warrant Shares, Warrant and Warrant Shares which have been requested by Investor. Investor and its advisors, if any, have been afforded the opportunity to ask such questions of the Company as they deem appropriate for purposes of the investment contemplated hereby. Investor acknowledges that the Company has not disclosed its results for the quarterly period ending on, or its financial condition at, June 30, 2007, and that the Company has no plans to do so until the completion of its audit for such period and the filing of its quarterly report on Form 10-Q with the SEC, which may be delayed or extended in accordance with the SEC rules. Investor acknowledges that the most recent disclosure of the Company’s results is for the three month period ending on, and the most recent disclosure of the Company’s financial condition is at, March 31, 2007, as reported on the Company’s quarterly report on Form 10-Q, and that no information more recent than such date has been provided to Investor as to the Company’s results, operations, financial condition, business or prospects. Investor understands that his purchase of the Shares, Exercised March Warrant Shares, Warrant and, if applicable, Warrant Shares involves a high degree of risk and that Investor may lose his entire investment in the Shares, Exercised March Warrant Shares, the Warrant and, if applicable, the Warrant Shares, and that Investor can afford to do so without material adverse consequences to its financial condition. Investor is not relying on any information provided by the Company and its Subsidiaries, except to the extent provided in Section 3 herein.
Limited Representations. Buyer acknowledges, for itself and on behalf of its Affiliates, that none of Seller, its Affiliates or their respective Representatives or any other Person acting on their behalf has made any representation or warranty regarding the CF Enterprise, the Acquired Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, except as expressly set forth in Article II, the certificate delivered pursuant to Section 5.02(c) or in one of the Related Agreements. Buyer acknowledges that, to the extent provided by Seller, none of Seller, its Affiliates or their respective Representatives thereof makes any representation or warranty with respect to any estimates, projections, forecasts or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans).
Limited Representations. Such Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and its Subsidiaries and all materials relating to the offer and sale of the Securities in each case that have been requested by such Investor. Such Investor and its advisors, if any, have been afforded the opportunity to ask such questions of the Company as they deem appropriate for purposes of the investment contemplated hereby. Such Investor acknowledges and agrees that the most recent disclosure of the Company’s results is for the three month period ended on, and the most recent disclosure of the Company’s financial condition is at, March 31, 2025, as reported on the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 14, 2025, and that, except as disclosed in the SEC Documents, no information more recent than such date has been provided to or requested by such Investor as to the Company’s results, operations, financial condition, business or prospects. Such Investor understands that its purchase of the Securities involves a high degree of risk and that it may lose its entire investment in the Securities, and such Investor further acknowledges and agrees that it can afford to do so without material adverse consequences to its financial condition. Such Investor is not relying on, and does not have, any information provided by the Company and its Subsidiaries, except to the extent provided in Section 3 herein.
Limited Representations. Loral acknowledges that: VIASAT HAS NOT MADE, NOR DOES IT MAKE, ANY REPRESENTATION OR WARRANTY, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF DESIGN, OPERATION, CONDITION, QUALITY, SUITABILITY OR MERCHANTABILITY OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, WITH REGARD TO THE SATELLITE OR ANY OTHER DELIVERABLE ITEM UNDER THE SATELLITE CONTRACT, AND VIASAT HAS NOT MADE ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY LAUNCH VEHICLE.
Limited Representations. Purchaser hereby acknowledges and agrees that, notwithstanding anything to the contrary contained herein, except as expressly set forth in this Agreement, Sellers make no representations or warranties whatsoever, express or implied, with respect to any matter relating to the Purchased Assets. Without in any way limiting the foregoing, Sellers hereby disclaim any warranty (express or implied) of merchantability or fitness for any particular purpose as to any portion of the Purchased Assets.
Limited Representations. Licensor represents and warrants to the Licensee that Licensor owns and has the right and power to (i) grant the License set forth above, (ii) assign the Real Property Lease subject to the consent of C.C. Partnership, (iii) assign all of the assignable contracts listed on Exhibit "A" and (iv) sell and transfer the Personal Property.
Limited Representations. As of the Effective Date to Landlord’s actual knowledge, (a) the Building or the Premises or any equipment or systems located therein do not violate any applicable Laws which, with respect to building and land use codes, shall mean such Laws as they were interpreted and applied at the time of construction or installation; and (b) the Building and the Premises do not contain any Hazardous Materials (including asbestos and EMF radiation) in levels or amounts that exceed permissible levels under applicable Laws. As used herein, Landlord’s knowledge shall be limited to the current, actual knowledge of R. K▇▇▇ ▇▇▇▇▇▇▇▇▇ without any duty to investigate.