No Other Representations or Warranties; Disclosed Materials. Seller makes no other express or implied representations of warranty with respect to Seller, and Seller disclaims any other representations or warranties not contained in this Agreement, whether made by Seller, any affiliate of Seller, or any of their respective officers, directors, managers, partners, employees or agents.
No Other Representations or Warranties; Disclosed Materials. Except for the representations and warranties contained in this Agreement (as qualified by the Schedules), neither SM Energy nor any other Person makes (and Buyer is not relying upon) any other express or implied representation or warranty with respect to SM Energy (including the value, condition or use of any of the Assets) or the transactions contemplated by this Agreement, and SM Energy disclaims any other representations or warranties not contained in this Agreement, whether made by SM Energy, any Affiliate of SM Energy, or any of their respective officers, directors, managers, employees or agents. Except for the representations and warranties contained in this Agreement (as qualified by the Schedules), SM Energy disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Buyer or any of its Affiliates or any of its officers, directors, managers, employees or agents (including any opinion, information, projection or advice that may have been or may be provided to Buyer by any director, officer, employee, agent, consultant or representative of SM Energy, or any of its Affiliates). The disclosure of any matter or item in the Schedules shall not be deemed to constitute an acknowledgement that any such matter is required to be disclosed or is material or that such matter would or would reasonably be expected to result in a Material Adverse Effect.
No Other Representations or Warranties; Disclosed Materials. Except for the representations and warranties contained in this ARTICLE 4 (as qualified by the Disclosed Materials), neither Seller nor any other Person makes (and Purchaser is not relying upon) any other express or implied representation or warranty with respect to Seller (including the value, condition or use of any Asset) or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties not contained in this ARTICLE 4 whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, managers, employees or agents. Except for the representations and warranties contained in this ARTICLE 4 (as qualified by the Disclosed Materials), Seller disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Purchaser, any of its Affiliates or any of their respective officers, directors, managers, employees or agents (including any opinion, information, projection or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant or representative of Seller or any of its Affiliates). The disclosure of any matter or item in the Disclosed Materials shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter would or would reasonably be expected to result in a material adverse effect.
No Other Representations or Warranties; Disclosed Materials. Except for the representations and warranties contained in this Agreement (as qualified by the Schedules), or in the certificate delivered by SM Energy at Closing or the Subject Special Warranty, neither SM Energy nor any other Person makes (and Buyer is not relying upon) any other express or implied representation or warranty with respect to SM Energy (including the value, condition or use of any of the Assets) or the transactions contemplated by this Agreement, and SM Energy disclaims any other representations or warranties not contained in this Agreement, whether made by SM Energy, any Affiliate of SM Energy, or any of their respective officers, directors, managers, employees or agents. Except for the representations and warranties contained in this Agreement (as qualified by the Schedules), SM Energy disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Buyer or any of its Affiliates or any of its officers, directors, managers, employees or agents (including any opinion, information, projection or advice that may have been or may be provided to Buyer by any director, officer, employee, agent, consultant or representative of SM Energy, or any of its Affiliates). Buyer acknowledges and represents, warrants and agrees that it has not relied upon the accuracy or completeness of any express or implied representation, warranty, statement or information of any nature made or provided by or on behalf of SM Energy, except for the representations and warranties of SM Energy expressly set forth in this Agreement, or in the certificate delivered by SM Energy at Closing or the Subject Special Warranty and waives any right Buyer may have against SM Energy with respect to any inaccuracy in any such representation, warranty, statement or information, or with respect to any omission or concealment, on the part of SM Energy or any representative of SM Energy, of any potentially material information. The disclosure of any matter or item in the Schedules shall not be deemed to constitute an acknowledgement that any such matter is required to be disclosed or is material or that such matter would or would reasonably be expected to result in a Material Adverse Effect. Notwithstanding any of the foregoing, nothing herein shall relieve SM Energy for any liability for knowing and intentional fraud.
No Other Representations or Warranties; Disclosed Materials. Except for the representations and warranties contained in this Section 3 (as qualified by the Disclosed Materials), neither Sellers nor any other Person makes (and neither Buyer is relying upon) any other express or implied representation or warranty with respect to Sellers, the Target Companies, the Tiwest Joint Venture, the Tiwest Joint Venture Participants, the Business, the Acquired Business, the Acquired Assets (including the value, condition or use of any Acquired Asset or any asset of any Target Company), the Assumed Liabilities or the transactions contemplated by this Agreement, and Sellers disclaim any other representations or warranties not contained in this Section 3, whether made by Sellers, any Affiliate of Sellers or any of their respective officers, directors, employees, agents or Representatives. Except for the representations and warranties contained in this Section 3 (as qualified by the Disclosed Materials), each Seller (i) expressly disclaims and negates any representation or warranty, express or implied, at common law, by statute or otherwise, relating to the condition of the Acquired Assets or the assets of the Target Companies (including any implied or expressed warranty of title, merchantability or fitness for a particular purpose, or of the probable success or profitability of the ownership, use or operation of the Target Companies, use or operation of the Tiwest Joint Venture, the Business, the Acquired Business or the Acquired Assets by Buyers after the Closing), and (ii) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to either Buyer or any of their respective Affiliates or Representatives (including any opinion, information, projection or advice that may have been or may be provided to either Buyer by any director, officer, employee, agent, consultant or Representative of any Seller or any of their Affiliates). The disclosure of any matter or item in the Disclosed Materials shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter would or would reasonably be expected to result in a Material Adverse Effect.
No Other Representations or Warranties; Disclosed Materials. (a) Except for the representations and warranties contained in this Agreement or the documents assigning the Assets, Seller makes no other (and Buyer acknowledges that it is not relying upon any) express or implied representation or warranty with respect to Seller, the Assets or the Transaction, and Seller disclaims any other representations or warranties not contained in this Agreement or the documents assigning the Assets, whether made by Seller, any affiliate of Seller, or any of their respective officers, directors, managers, employees or agents. Except for the representations and warranties contained in this Agreement, the disclosure of any matter or item in the Schedules shall not be deemed to constitute an acknowledgement that any such matter would or would reasonably be expected to have a material adverse effect on any of the Assets.
No Other Representations or Warranties; Disclosed Materials. Except for the representations and warranties contained in this Agreement (as qualified by the Schedules) and the documents assigning the Laramie Assets, Laramie makes no other (and Delta acknowledges that it is not relying upon any) express or implied representation or warranty with respect to Laramie (including the value, condition or use of any of the Laramie Assets), the Transaction or the transactions contemplated by the Other Agreements, and Laramie disclaims any other representations or warranties not contained in this Agreement, whether made by Laramie, or any of its respective officers, directors, shareholders, employees or agents. Except for the representations and warranties contained in this Agreement (as qualified by the Schedules), the disclosure of any matter or item in the Schedules shall not be deemed to constitute an acknowledgement that any such matter would or would reasonably be expected to be material or to result in a Material Adverse Effect.
No Other Representations or Warranties; Disclosed Materials. Except for the representations and warranties contained in this Agreement (as qualified by the Schedules) and the documents assigning the Delta Assets, Delta makes no other (and Laramie acknowledges that it is not relying upon any) express or implied representation or warranty with respect to Delta (including the value, condition or use of any of the Delta Assets), the Transaction or the transactions contemplated by the Other Agreements, and Delta disclaims any other representations or warranties not contained in this Agreement, whether made by Delta, or any of its respective officers, directors, shareholders, employees or agents. Except for the representations and warranties contained in this Agreement (as qualified by the Schedules), the disclosure of any matter or item in the Schedules shall not be deemed to constitute an acknowledgement that any such matter would or would reasonably be expected to be material or to result in a Material Adverse Effect.
No Other Representations or Warranties; Disclosed Materials. Except for the representations and warranties contained in this Article 6 (as qualified by the Liberty Disclosed Materials), neither Liberty nor any other Person makes (and Emerald is not relying upon) any other express or implied representation or warranty with respect to Liberty (including the value, condition or use of any Liberty Asset) or the transactions contemplated by this Agreement, and Liberty disclaims any other representations or warranties not contained in this Article 6, whether made by Liberty, any Affiliate of Liberty or any of their respective officers, directors, managers, employees or agents. The disclosure of any matter or item in the Liberty Disclosed Materials shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter would or would reasonably be expected to result in a Material Adverse Effect
No Other Representations or Warranties; Disclosed Materials. 13 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 13 4.1 Organization; Existence. 13 4.2 Authorization. 14 4.3 No Conflicts. 14 4.4 Consents. 14 4.5 Bankruptcy. 14 4.6 Litigation. 15 Page 4.7 Financing. 15 4.8 Independent Evaluation. 15 4.9 Brokers’ Fees. 15 4.10 Accredited Investor. 15 ARTICLE V ACCESS / DISCLAIMERS 15 5.1 Access. 15 5.2 Confidentiality. 17 5.3 Disclaimers. 18 ARTICLE VI TITLE MATTERS; CASUALTIES 19
