Limited Representations and Warranties. The (i) Specified Acquisition Representations shall be true and correct in all material respects (or, if qualified as to “materiality” or “Material Adverse Effect,” in all respects) to the extent required by the definition thereof and (ii) the Specified Representations shall be true and correct in all material respects (or, if qualified as to “materiality” or “Material Adverse Effect”, in all respects) on and as of the Closing Date, except in the case of any such representation and warranty under either clause (i) or (ii) that expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (or, if qualified by materiality or “Material Adverse Effect”, in all respects) as of such earlier date.
Limited Representations and Warranties. (a) The Buyer acknowledges and agrees that except for the representations and warranties in Schedule G, no express or implied representations or warranties are or have been made relating to the Portfolio Assets or the Underlying Interests and all implied representations or warranties of any kind or nature whatsoever with respect to the Portfolio Assets or the Underlying Interests are expressly excluded to the maximum extent allowed by Legal Requirements. Except for representations made by the Sellers in Schedule G, the Buyer acknowledges that it is relying solely upon its own investigations with respect to, and that the Sellers do not make any representations or warranties with respect to, the following matters:
(i) the value, merchantability or fitness for any purpose of the mineral or real property interests underlying the Portfolio Assets (the "Underlying Interests"); the existence or presence of any mineral substances, ore, the feasibility or profitability of any operation on or with respect to the Underlying Interests; the value of the Portfolio Assets; the right or ability of any operator of the Underlying Interests (an "Operator") to mine or produce minerals or ore from the Underlying Interests; the likelihood that minerals or ore can or will be removed from the Underlying Interests in commercially saleable quantities; the physical condition of the Underlying Interests; the existence of contaminants on the Underlying Interests; and any Environmental Liabilities associated with the Portfolio Assets or the Underlying Interests;
(ii) the right or ability of any of the Operators to perform their obligations under the Royalty Instruments, Stream Instruments or Offtake Instruments, or the legal status or financial condition of any of the Operators;
(iii) the title, if any, of any of the Operators to the Underlying Interests; the absence of third-party claims to or interests in the Underlying Interests; the status or good standing of the Underlying Interests; whether any or all of the Underlying Interests continue to exist; whether Taxes required to maintain the Underlying Interests in good standing have been paid; or whether any rights in respect of the Underlying Interests were validly obtained by conversion, extension or substitution of concessions;
(iv) any engineering, geological or other interpretations or economic evaluations respecting the Underlying Interests;
(v) the quality, condition (physical or otherwise) or serviceability of the Portfolio As...
Limited Representations and Warranties. The Specified Representations and the Merger Agreement Representations shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality, shall be true and correct in all respects).
Limited Representations and Warranties. Seller is a limited liability company duly formed, presently existing and in good standing under the laws of the State of California, is qualified to transact business in the State of California, and has the power and authority to own, and does own, the Mitigation Credits, and the power and authority to consummate the sale of Conveyed Credits as contemplated by this Agreement, and the person executing this Agreement has the full authority to bind Seller. This Agreement and all instruments, including assignment and/or conveyance documents to be executed by Seller in connection herewith are or when delivered to Buyer will be duly authorized, executed and delivered by Seller and will be valid, binding and enforceable obligations of Seller. Neither this Agreement nor any instrument, including assignment and/or conveyance documents to be executed by Seller in connection herewith does now or will hereafter constitute a breach or default or invalidate, make inoperative or interfere with any contract, agreement, right or interest affecting or relating in any manner to the Conveyed Credits. The Conveyed Credits shall be assigned/conveyed to Buyer at the closing free and clear of all liens or other encumbrances of any type, monetary or non-monetary.
Limited Representations and Warranties. The (i) Specified Acquisition Representations shall be true and correct as required by the definitions thereof and (ii) the Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided, however, that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects on and as of the Closing Date, except in the case of any such representation or warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date.
Limited Representations and Warranties. Except for the representations and warranties expressly set forth in this Article III (as modified by the NGEN Shareholder Schedules) and the other agreements and documents delivered in connection herewith, neither the NGEN Shareholder nor any of its Affiliates or any Person acting on behalf of any of the foregoing makes or has made any other express or implied representation or warranty to the GRAS Parties as to the accuracy or completeness of any information regarding NGEN, the NGEN Stock, the transactions contemplated hereby or any other matter, and the NGEN Shareholder disclaims and the GRAS Parties shall not be entitled to rely upon any other representations or warranties, whether made by the NGEN Shareholder or any of its Affiliates or any Person acting on behalf of the foregoing.
Limited Representations and Warranties. 17 ARTICLE VI Conditions of Closing Applicable to GT Acquisition..17 6.01 Termination..............................................17 6.02 Bring Down...............................................17 6.03
Limited Representations and Warranties. 9.1 Flexibilis represents and warrants to Licensee that, until the Maintenance Expiration Date (“Warranty Period”), the Flexibilis Product will substantially conform to the Documentation if used in compliance with the terms of this Agreement. Licensee’s sole remedy, and Flexibilis’ sole obligation, for a breach of this warranty shall be for Flexibilis to use commercially reasonable efforts to remedy the nonconformance, or (b) if Flexibilis, after using reasonable commercial efforts, is unable substantially to remedy the nonconformance, for Licensee to receive a refund of license fees paid during the previous one (1) year for the defective Flexibilis Product. If Licensee receives such a refund, Licensee agrees that its license and rights under this Agreement for the defective Flexibilis Product shall immediately terminate and Licensee agrees to destroy the defective Flexibilis Product, including all copies thereof in any form and any portions thereof merged into a design or product, and to certify the same to Flexibilis.
9.2 The foregoing warranties apply only to Flexibilis Products delivered by Flexibilis. The warranties are provided only to Licensee, and may not be transferred or extended to any third party, and apply only during the Warranty Period for claims of breach reported (together with evidence thereof) during the Warranty Period. Licensee shall provide Flexibilis with such evidence of alleged non-conformities or defects as Flexibilis may request, and Flexibilis shall have no obligation to remedy any non-conformance or defect it cannot replicate. The warranties do not extend to any Flexibilis Product that have been modified by anyone other than Flexibilis.
9.3 Each Party represents to the other Party that it has the right to enter into this Agreement and to perform its obligations hereunder.
9.4 EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE DELIVERABLES OR SUPPORT SERVICES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND FLEXIBILIS EXPRESSLY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED HEREIN. EXCEPT AS OTHERWISE PROVIDED UNDER THIS AGREEMENT, LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE DELIVERABLES AND ANY DESIGN OR PRODUCT IN WHICH THE DELIVERABLES MAY BE USED, INCLUDING, WITHOUT LIMITATION, ANY LICENSED PRODUCTS. SHOULD THE DELIVERABLES PROVE ...
Limited Representations and Warranties. Each Buyer acknowledges and agrees that the Company and its Subsidiaries do not make and have not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.
Limited Representations and Warranties. Except as otherwise expressly set forth in this Agreement, GT Acquisition understands and agrees that Ski Holdings will be transferring the Purchased Assets to GT Acquisition in exchange for the Purchase Price pursuant to Section 2.04 in an "AS IS" transaction and that Ski Holdings is not making any representation, warranty or assurance whatsoever to GT Acquisition with respect to the Purchased Assets or the Assumed Liabilities. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, Ski Holdings disclaims any warranty of any nature which may be implied by applicable statutory or judicial authority.
