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. Each of the Parent and Merger Subsidiary expressly acknowledges and agrees that (a) no Holder has made and shall not be deemed to have made to the Parent or Merger Subsidiary any representation or warranty other than those expressly made by such Holder in Article IV and (b) the Company has not made and shall not be deemed to have made to the Parent or Merger Subsidiary any representation or warranty other than those expressly made by the Company in Article V. Without limiting the generality of the foregoing, each the Parent and the Merger Subsidiary further acknowledges and agrees that none of the Holders nor the Company nor any of their respective Affiliates or representatives has made or is making any representations or warranties of any kind, express or implied or statutory, at law or equity, with respect to the Company or its actual or prospective business, operations, assets, liabilities, results of operations or financial condition other than as set forth in Articles IV and V (as applicable), including, but not limited to, any (i) express or implied warranties as to any financial projections or other forward-looking information with respect to the business of the Company or the Surviving Entity, (ii) implied warranties of merchantability and fitness for a particular purpose 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 are expressly disclaimed by such Holder or the Company, and each of the Holders and the Company hereby disclaim any other representations or warranties that would otherwise be deemed to be made by themselves, their Affiliates or any of their respective officers, directors, employees, agents, financial and legal advisors or other representatives, in connection with this agreement or the transactions contemplated hereby. The Parent further agrees not to assert any claims or take any position in any Legal Proceeding that is inconsistent with the provisions of this Section 7.6.
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. 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 Prior Warrant Shares, the Shares, the Warrants, and the Warrant Shares, 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 and nine month periods ended on, and the most recent disclosure of the Company’s financial condition is at, September 30, 2014, as reported on the Company’s Quarterly Report on Form 10-Q, filed with the Commission on November 10, 2014, 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 Prior Warrant Shares, Shares, a Warrant, and Warrant Shares (as applicable) involves a high degree of risk and that it may lose its entire investment in the Prior Warrant Shares, Shares, Warrant, and Warrant Shares (as applicable), 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. 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. 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. 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. 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. Kxxx Xxxxxxxxx without any duty to investigate.
Limited Representations. PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) SELLER HAS NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADE TO PURCHASER ANY REPRESENTATION OR WARRANTY OTHER THAN THOSE EXPRESSLY MADE BY SELLER IN THIS AGREEMENT AND THE CERTIFICATE DELIVERED PURSUANT TO SECTION 8.3 AND (B) THE COMPANY HAS NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADE TO PURCHASER ANY REPRESENTATION OR WARRANTY OTHER THAN THOSE EXPRESSLY MADE BY THE COMPANY IN THIS AGREEMENT AND THE CERTIFICATE DELIVERED PURSUANT TO SECTIONS 8.3. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT NEITHER THE SELLER NOR THE COMPANY NOR ANY OF THEIR AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED OR STATUTORY, AT LAW OR EQUITY, WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR ACTUAL OR PROSPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, RESULTS OF OPERATIONS OR FINANCIAL CONDITION OTHER THAN AS SET FORTH IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, (I) EXPRESS OR IMPLIED WARRANTIES REGARDING THE CONFIDENTIAL OFFERING MEMORANDUM DATED SEPTEMBER 2005 PROVIDED TO PURCHASER, (II) EXPRESS OR IMPLIED WARRANTIES AS TO ANY FINANCIAL PROJECTIONS OR OTHER FORWARD-LOOKING INFORMATION WITH RESPECT TO THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES, (III) IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR (IV) EXPRESS OR IMPLIED WARRANTIES AS TO ANY OTHER MATTER WHICH, UNDER APPLICABLE LAW, WILL BE DEEMED TO GIVE RISE TO ANY EXPRESS OR IMPLIED WARRANTY UNLESS SUCH WARRANTY IS EXPRESSLY DISCLAIMED BY SELLER OR THE COMPANY, AND THE SELLER AND THE COMPANY HEREBY DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES MADE BY THEMSELVES, THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
