No Other Representations and Warranties by Seller Sample Clauses

No Other Representations and Warranties by Seller. EXCEPT AS SET FORTH IN SECTION 3.1 HEREOF OR AS EXPRESSLY SET FORTH IN ANY DOCUMENT EXECUTED BY ANY SELLER AND DELIVERED TO BUYER AT CLOSING, SELLERS MAKE NO OTHER, AND SPECIFICALLY NEGATES AND DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL, OR WRITTEN, PAST, PRESENT, OR FUTURE, WITH RESPECT TO THE PROPERTIES, INCLUDING, WITHOUT LIMITATION: (I) THE OWNERSHIP, MANAGEMENT, AND OPERATION OF THE PROPERTIES; (II) TITLE TO THE PROPERTIES; (III) THE PHYSICAL CONDITION, NATURE, OR QUALITY OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE QUALITY OF THE SOILS ON AND UNDER THE REAL PROPERTY, AND THE QUALITY OF THE LABOR AND MATERIALS INCLUDED IN THE IMPROVEMENTS OR PERSONAL PROPERTY; (IV) THE FITNESS OF THE PROPERTIES FOR ANY PARTICULAR PURPOSE; (V) THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS MATERIAL ON, IN, UNDER, OR ABOUT THE PROPERTIES (INCLUDING, WITHOUT LIMITATION, THE SOILS AND GROUNDWATER ON AND UNDER THE REAL PROPERTY); (VI) THE COMPLIANCE OF THE REAL PROPERTY WITH APPLICABLE GOVERNMENTAL LAWS OR REGULATIONS, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT OF 1990, ENVIRONMENTAL LAWS AND LAWS OR REGULATIONS DEALING WITH ZONING OR LAND USE; OR 13 (VII) THE PAST OR FUTURE OPERATING RESULTS AND VALUE OF THE PROPERTIES (WHICH MATTERS DESCRIBED IN CLAUSES (I)-(VII) ABOVE ARE HEREINAFTER COLLECTIVELY REFERRED TO AS "CONDITION AND QUALITY OF THE PROPERTY"). As used herein, "Hazardous Material" means any hazardous, toxic or dangerous waste, substance, or material, as currently defined for purposes of (a) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or (b) any other federal, state, or local law, ordinance, rule, or regulation applicable to any Property and establishing liability standards or required action as to reporting, discharge, spillage, storage, uncontrolled loss, seepage, filtration, disposal, removal, use, or existence of a hazardous, toxic, or dangerous waste, substance, or material.
Sample 1
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No Other Representations and Warranties by Seller. Buyer acknowledges that except as specifically stated in this Contract: (a) Seller has not made any warranties or representations concerning the Property, the Assumed Liabilities or any component thereof, including without limitation (i) the operation, the existence, location, quantity or condition of the Personal Property, (ii) the completion, status of completion or soundness of the Improvements, (iii) the zoning or other land use restrictions affecting the Property, (iv) the enforceability of any contract or other agreement or right (including the Assumed Contracts) assigned hereunder, (v) the compliance of the Property or any part thereof with any Governmental Requirement or (vi) the use or existence or prior use or existence of Hazardous Material on the Property, (b) Buyer has conducted (or has had the opportunity to make) its own inspection and examination of the Property and all components thereof, and (c) Buyer acknowledges that it will accept, subject to the terms hereof, the Property and the Assumed Liabilities in an "AS IS" condition as of the Effective Date (normal wear and tear excepted). EXCEPT AS SPECIFICALLY PROVIDED FOR HEREIN, THERE ARE NO EXPRESSED OR IMPLIED WARRANTIES GIVEN TO BUYER IN CONNECTION WITH THE SALE OF THE PROPERTY OR THE ASSUMPTION OF THE ASSUMED LIABILITIES. EXCEPT AS SPECIFICALLY PROVIDED FOR HEREIN, SELLER DOES HEREBY DISCLAIM ANY AND ALL WARRANTIES OF MERCHANTABILITY, HABITABILITY AND FITNESS THAT MAY BE DUE FROM SELLER TO BUYER, WHETHER IN REGARD TO THE IMPROVEMENTS OR THE PERSONAL PROPERTY. THIS SECTION 5.03 SHALL SURVIVE THE CLOSING.
Sample 1
No Other Representations and Warranties by Seller. Except as set forth in Section 3.1 hereof and the representations expressly set forth in any documents executed by Seller and to be delivered to Buyer at Closing, Seller makes no other, and specifically negates and disclaims any other representations, warranties, promises, covenants, agreements, or guarantees of any kind or character whatsoever, whether express or implied, oral, or written, past, present, or future, with respect to the Property, including, without limitation: (i) the ownership, management, and operation of the Property; (ii) title to the Property; (iii) the physical condition, nature, or quality of the Property, including, without limitation, the quality of the soils on and under the Property, and the quality of the labor and materials included in the Improvements, fixtures, equipment, or Personal Property comprising a portion of the Property; (iv) the fitness of the Property for any particular purpose; (v) the presence or suspected presence of Hazardous Material on, in, under, or about the Property (including, without limitation, the soils and groundwater on and under the Property); (vi) the compliance of the Property with applicable governmental laws or regulations, including, without limitation, the Americans with Disabilities Act of 1990, environmental laws and laws or regulations dealing with zoning or land use; or (vii) the past or future operating results and value of the Property (which matters described in clauses (i)-(vii) above are hereinafter collectively referred to as “Condition and Quality of the Property”). Except as is expressly set forth in this Agreement to the contrary, Buyer acknowledges that it is not relying upon any representation of any kind or nature made by Sellers or Broker or any of Seller’s respective direct or indirect members, partners, officers, directors, employees or agents (collectively, the “Seller Related Parties”) with respect to the Property, and that, in fact, no such representations were made except as expressly set forth in this Agreement.
Sample 1
No Other Representations and Warranties by Seller. Specific ----------------------------------------------------------- Disclosure. ---------- (i) Seller shall not be deemed to have made to Buyer any representation or warranty other than as expressly made by Seller in this Section 2.1. (ii) Without limiting the generality of the foregoing, but subject to the express representations and warranties made by Seller in Section 2.1, Seller is not making any representation and warranty with respect to: (A) any projections, estimates or budgets of future revenues, expenses or expenditures, results of operations (or any component thereof) or financial condition (or any component thereof) of the Company, or (B) any other information or documents made available to Buyer or any of its representatives or investors with respect to the Company. (iii) For purposes of this Agreement, references to the "knowledge of Seller", "Seller's knowledge" or "Seller's awareness" or words of similar import shall mean and include the actual knowledge of Seller after due inquiry of the individuals listed on Section 2.1(u) of the Disclosure Schedule with respect to the indicated matters.
Sample 1
No Other Representations and Warranties by Seller. Except as set forth in Section 3.1 hereof and the representations expressly set forth in any document executed by Seller and delivered to Buyer at Closing, Seller makes no other, and specifically negates and disclaims any other representations, warranties, promises, covenants, agreements, or guarantees of any kind or character whatsoever, whether express or implied, oral, or written, past, present, or future, with respect to the Property, including, without limitation: (i) the ownership, management, and operation of the Property; (ii) title to the Property; (iii) the physical condition, nature, or quality of the Property, including, without limitation, the quality of the soils on and under the Real Property, and the quality of the labor and materials included in the Improvements or Personal Property; (iv) the fitness of the Property for any particular purpose; (v) the presence or suspected presence of Hazardous Material on, in, under, or about the Property (including, without limitation, the soils and groundwater on and under the Real Property); (vi) the compliance of the Real Property with applicable governmental laws or regulations, including, without limitation, the Americans with Disabilities Act of 1990, environmental laws and laws or regulations dealing with zoning or land use; or (vii) the past or future operating results and value of the Property (which matters described in clauses (i)-(vii) above are hereinafter collectively referred to as “Condition and Quality of the Property”).
Sample 1
No Other Representations and Warranties by Seller. Seller shall not be deemed to have made to Purchaser (or any other person or entity) any representation or warranty other than as expressly made by Seller in Article IV (as such representations and warranties are modified by the Disclosure Schedules relating thereto). Without limiting the generality of the foregoing, and notwithstanding any other express representations and warranties made by Seller in Article IV hereof (or elsewhere in this Agreement or in any certificate or document delivered pursuant hereto), Seller makes no representation or warranty to Purchaser (or any other Person) with respect to: (a) any projections, estimates or budgets heretofore delivered to or made available of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or the future business and operations of the Company; (b) the availability or value to the Company after the Closing of any net operating losses ("NOLs") that may now be available to it; (c) any other information or documents made available with respect to the Company or the business and operations of the Company, except as expressly covered by a representation and warranty contained in Article IV; or (d) the collectibility of the notes and accounts receivable referenced in Section 4.15 hereof.
Sample 1
No Other Representations and Warranties by Seller. Except as set -------------------------------------------------- forth in the Section hereof entitled "Representations and Warranties of Seller", and the warranty expressly set forth in the Assignment, Seller makes no other, and specifically negates and disclaims any other representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning, with respect to or regarding title to the Property, the physical condition of the Property and any Personal Property listed in Exhibit "G-1" hereof, the compliance of the Property with applicable government regulations, including, without limitation, the Americans with Disabilities Act, or the past or future operating results of the Property.
Sample 1
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No Other Representations and Warranties by Seller. As used herein, the phrases "knowledge," "to the best of Seller's knowledge" and similar phrases shall mean the present, actual knowledge of Seller as of the Effective Date without independent investigation other than inquiry of Seller's on-site manager. Buyer acknowledges that except as specifically stated in this Contract: (a) Seller has not made any warranties or representations concerning the Property or any component thereof, including without limitation, the operation, the existence, location, quantity or condition of the Personal Property; the completion, status of completion or soundness of the Improvements; the zoning or other land use restrictions affecting the Property; the enforceability of any contract or other agreement or right assigned hereunder; the compliance of the Property or any part thereof with any Governmental Requirement; or the use or existence or prior use or existence of Hazardous Material on the Property;
Sample 1
No Other Representations and Warranties by Seller. Buyer acknowledges that except as specifically stated in this Contract: (a) Seller has not made any warranties or representations concerning the Property, the Assumed Liabilities or any component thereof, including without limitation (i) the operation, the existence, location, quantity or condition of the Personal Property, (ii) the completion, status of completion or soundness of the Improvements, (iii) the zoning or other land use restrictions affecting the Property, (iv) the 24 18 enforceability of any contract or other agreement or right (including the Assumed Contracts) assigned hereunder, (v) the compliance of the Property or any part thereof with any Governmental Requirement or (vi) the use or existence or prior use or existence of Hazardous Material on the Property, (b) Buyer has conducted (or has had the opportunity to make) its own inspection and examination of the Property and all components thereof, and (c) Buyer acknowledges that it will accept, subject to the terms hereof, the Property and the Assumed Liabilities in an "AS IS" condition as of the Effective Date (normal wear and tear excepted). EXCEPT AS SPECIFICALLY PROVIDED FOR HEREIN, THERE ARE NO EXPRESSED OR IMPLIED WARRANTIES GIVEN TO BUYER IN CONNECTION WITH THE SALE OF THE PROPERTY OR THE ASSUMPTION OF THE ASSUMED LIABILITIES. EXCEPT AS SPECIFICALLY PROVIDED FOR HEREIN, SELLER DOES HEREBY DISCLAIM ANY AND ALL WARRANTIES OF MERCHANTABILITY, HABITABILITY AND FITNESS THAT MAY BE DUE FROM SELLER TO BUYER, WHETHER IN REGARD TO THE IMPROVEMENTS OR THE PERSONAL PROPERTY. THIS SECTION 5.03 SHALL SURVIVE THE CLOSING.
Sample 1

Related to No Other Representations and Warranties by Seller

  • No Other Representations and Warranties Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer hereby represents and warrant as follows:

  • Representations and Warranties by Purchaser The Purchaser represents and warrants to the Seller that:

  • No Other Representations and Warranties; Non-Reliance Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).

  • Other Representations and Warranties CMSI represents and warrants to the Senior Underwriter that: (a) Each of the offered senior certificates will, when issued, be a “mortgage related security,” as defined in section 3(a)(41) of the Exchange Act, and each of the offered senior certificates, when validly authenticated, issued and delivered in accordance with the Pooling Agreement, will be duly and validly issued and outstanding and entitled to the benefits of the Pooling Agreement. (b) Compliance by CMSI with the provisions of this Agreement and the Pooling Agreement do not, and will not on the closing date, conflict with CMSI’s certificate of incorporation or by-laws or any contract to which CMSI is a party. (c) On the closing date, each of this Agreement and the Pooling Agreement will have been duly authorized, executed and delivered by CMSI and, assuming the valid execution of such agreements by the other parties, each such agreement will constitute a valid and binding agreement of CMSI enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equity principles. (d) CMSI has been duly organized and is validly existing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus.

  • Representations and Warranties by You You represent and warrant that: 2.1.1 You are an insurance company duly organized and in good standing under the laws of your state of incorporation. 2.1.2 All of your directors, officers, employees, and other individuals or entities dealing with the money and/or securities of the Trust are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than $5 million. Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. You agree to make all reasonable efforts to see that this bond or another bond containing such provisions is always in effect, and you agree to notify us in the event that such coverage no longer applies. 2.1.3 Each Account is a duly organized, validly existing segregated asset account under applicable insurance law and interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended ("Code") and the regulations thereunder. You will use your best efforts to continue to meet such definitional requirements, and will notify us immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 2.1.4 Each Account either: (i) has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust under the Investment Company Act of 1940 ("1940 Act"); or (ii) has not been so registered in proper reliance upon an exemption from registration under Section 3(c) of the 1940 Act; if the Account is exempt from registration as an investment company under Section 3(c) of the 1940 Act, you will use your best efforts to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future. 2.1.5 The Contracts or interests in the Accounts: (i) are or, prior to any issuance or sale will be, registered as securities under the Securities Act of 1933, as amended (the "1933 Act"); or (ii) are not registered because they are properly exempt from registration under Section 3(a)(2) of the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under Section 4(2) or Regulation D of the 1933 Act, in which case you will make every effort to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future.

  • Disclaimer of Other Representations and Warranties EACH PURCHASER (INDIVIDUALLY AND ON BEHALF OF ITS EQUITYHOLDERS) ACKNOWLEDGES AND AGREES THAT NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER EXCEPT AS EXPRESSLY SET FORTH IN THE SIGNING DATE AGREEMENTS OR IN ANY CERTIFICATE DELIVERED BY THE COMPANY TO EITHER PURCHASER IN ACCORDANCE WITH THE TERMS THEREOF, AND SPECIFICALLY (BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THE SIGNING DATE AGREEMENTS, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO (X) ANY PROJECTIONS, ESTIMATES OR BUDGETS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES DELIVERED OR MADE AVAILABLE TO EITHER PURCHASER (OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR REPRESENTATIVES) OF FUTURE (I) REVENUES, (II) RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), (III) CASH FLOWS OR (IV) FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES OR (Y) THE FUTURE BUSINESS AND OPERATIONS OF THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES.

  • Further Representations and Warranties EMPLOYEE acknowledges that this is an employment position and represents that he will perform his duties and functions herein in a timely, competent and professional manner. EMPLOYEE represents and warrants that he will be fair in his dealing with COMPANY and will not knowingly do anything against the interests of COMPANY.

  • Representations and Warranties by Each Party Each Party represents and warrants to the other as of the Effective Date that: 12.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and 12.1.4 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (a) conflict with or result in a breach of any provision of its organizational documents, (b) result in a breach of any agreement to which it is a party; or (c) violate any Applicable Laws.

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