No Additional Representations and Warranties by Seller. “As is, Where is” Save as provided for in this Agreement, the sale of the Purchased Assets by Seller is on an "as is, where is" basis as at Closing and without surviving representations or warranties of any kind, nature, or description by Seller, except as may be set forth in this Article 5. Neither Seller nor the Court Officer nor any of their respective Affiliates, advisors, agents or Representatives makes any representation or warranty as to title, description, fitness for purpose, merchantability, quantity, conditions or quality of any of the Purchased Assets. Seller disclaims and shall not be liable for any representation or warranty express or implied, of any kind, at law or in equity, that may have been made or alleged to be made in any instrument or document relative hereto, or in any statement or information made or communicated to Buyer in any manner including any opinion, information, or advice that may have been provided to Buyer by Seller, the Court Officer, or any of their respective Affiliates or Representatives, in connection with this Agreement, the Purchased Assets or in relation to the Transaction. Seller is not required to inspect or count, or provide any inspection or counting, of the Purchased Assets or any part thereof and Buyer shall be deemed, at its own expense, to have relied entirely on its own inspection and investigation with respect to the Purchased Assets. It is Buyer’s sole responsibility to obtain, at its own expense, any consents to such transfer (including, without limitation, any Governmental Authorization) and any further documents or assurances which are necessary or desirable in the circumstances. Without limiting the generality of the foregoing, any and all conditions, warranties and representations expressed or implied pursuant to the Sale of Goods Act (Ontario) do not apply to the sale of the Purchased Assets and are waived by Buyer. Save as provided for in this Agreement, Xxxxx acknowledges and confirms to Seller and Court Officer that it is relying on its own investigations concerning the Purchased Assets and it has not relied on advice from Seller or Court Officer or their Affiliates or Representatives in connection with the Transaction. Xxxxx further acknowledges and agrees that it is acquiring the Purchased Assets on an "as is, where is" basis. Buyer acknowledges and agrees that it is familiar with the condition of the Purchased Assets, that Seller has provided Buyer with a reasonable opportunity to inspect t...
No Additional Representations and Warranties by Seller. (a) Notwithstanding anything to the contrary in this Agreement, Seller makes no representations or warranties except as expressly set forth in Sections 5.1 to 5.19 and in particular, and without limiting the generality of the foregoing, Seller disclaims and shall not be liable for any representation or warranty express or implied, of any kind, at law or in equity, that may have been made or alleged to be made in any instrument or document relative hereto, or in any statement or information made or communicated to Buyer in any manner including any opinion, information, or advice that may have been provided to Buyer by Seller or its Representatives in connection with the Oil and Gas Assets or in relation to the Transaction. For greater certainty, except as otherwise expressly set forth in Sections 5.1 to 5.19, Seller does not make any representation or warranty, express or implied, of any kind, at law or in equity, with respect to:
No Additional Representations and Warranties by Seller. The Seller makes no representations or warranties to the Buyer in addition to those expressly enumerated in Section 8 (a) and Section 9. Except and to the extent provided in Section 8(a) and 9 the Seller does not make representations or warranties with respect to: (i) the quantity, quality or recoverability of petroleum substances subject to the Gas Contracts; (ii) any estimates of the value of the Assets or the revenues applicable to future operations thereof; (iii) any engineering or other interpretations or economic evaluations respecting the Assets; (iv) the rates of production of petroleum substances subject to the Gas Contracts; (v) the quality, condition or serviceability of the Assets; (vi) the suitability of their use for any purpose; or (vii) the degree to which computer firmware, hardware, software or process control systems included in the Assets, including without limitation, micro codes, application programs, electronic data files and databases, may be impacted or adversely affected by the transition from the year 1999 to 2000 or the leap year in the year 2000. Without restricting the generality of the foregoing, but subject always to Section 8(a) and Section 9, the Buyer acknowledges that it has made its own independent investigation, analysis, evaluation and inspection of the Assets and the state and condition thereof and that it has relied solely on such investigation, analysis, evaluation and inspection and the representations and warranties of the Seller contained in Sections 8(a) and 9 hereof as to its assessment of the condition, quantum and value of the Assets.
