Common use of No Other Representations or Warranties; Disclosed Materials Clause in Contracts

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.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Emerald Oil, Inc.)

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No Other Representations or Warranties; Disclosed Materials. Except for the representations and warranties contained in this ARTICLE 4 Article 6 (as qualified by the Disclosed Materials), neither Seller nor any other Person makes (and Purchaser Buyer 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 Article 6 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 Article 6 (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, Buyer or any of its Affiliates or any of their respective its officers, directors, managers, employees or agents (including any opinion, information, projection or advice that may have been or may be provided to Purchaser Buyer 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 effectMaterial Adverse Effect.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Kodiak Oil & Gas Corp)

No Other Representations or Warranties; Disclosed Materials. Except for the representations and warranties contained in this ARTICLE 4 Agreement (as qualified by the Disclosed MaterialsDisclosure Schedule), neither Seller Sellers nor any other Person makes (and Purchaser Buyer is not relying upon) any other express or implied representation or warranty with respect to Seller the Business (including the value, condition or use of any Asset) or the transactions contemplated by this Agreement, and Seller disclaims Sellers disclaim any other representations or warranties not contained in this ARTICLE 4 Agreement, whether made by SellerSellers, any Affiliate of Seller Sellers or any of their respective officers, directors, managers, employees or agents. Except for the representations and warranties contained in this ARTICLE 4 Agreement (as qualified by the Disclosed Materials)Disclosure Schedule) and the warranty under the Assignment and Xxxx of Sale, Seller disclaims Sellers disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Purchaser, Buyer or any of its Affiliates or any of their respective its officers, directors, managers, employees or agents (including any opinion, information, projection or advice that may have been or may be provided to Purchaser Buyer by any director, officer, employee, agent, consultant or representative of Seller Sellers or any of its their Affiliates). The disclosure of any matter or item in the Disclosed Materials Disclosure Schedule 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 effectMaterial Adverse Effect.

Appears in 1 contract

Samples: Membership Interest and Asset Purchase Agreement (Resolute Energy Corp)

No Other Representations or Warranties; Disclosed Materials. Except for the representations and warranties contained in this ARTICLE 4 Article 6 (as qualified by the Kxxx Disclosed Materials), neither Seller Kxxx nor any other Person makes (and Purchaser Emerald 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) Kxxx or the transactions contemplated by this Agreement, and Seller Kxxx disclaims any other representations or warranties not contained in this ARTICLE 4 Article 6, whether made by SellerKxxx, any Affiliate of Seller Kxxx or any of their respective officers, directors, managers, employees or agents. Except for the representations and warranties contained in this ARTICLE 4 Article 6 (as qualified by the Kxxx Disclosed Materials), Seller Kxxx disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Purchaser, Emerald or any of its Affiliates or any of their respective its officers, directors, managers, employees or agents (including any opinion, information, projection or advice that may have been or may be provided to Purchaser Emerald by any director, officer, employee, agent, consultant or representative of Seller Kxxx or any of its Affiliates). The disclosure of any matter or item in the Kxxx 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 effectMaterial Adverse Effect.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Emerald Oil, Inc.)

No Other Representations or Warranties; Disclosed Materials. Except for the representations and warranties contained in Article 5, Article 6 and this ARTICLE 4 Article 7 (as qualified by the Disclosed MaterialsPCM Disclosure Schedule), neither any Seller nor any other Person makes (and Purchaser Buyer is not relying upon) any other express or implied representation or warranty with respect to Seller Sellers or PCM (including the value, condition or use of any Asset) or the transactions contemplated by this Agreement, and each Seller disclaims any other representations or warranties not contained in Article 5, Article 6 or this ARTICLE 4 Article 7, whether made by either Seller, any Affiliate of either Seller or any of their respective officers, directors, members, managers, employees or agents. Except for the representations and warranties contained in Article 5, Article 6 or this ARTICLE 4 Article 7 (as qualified by the Disclosed MaterialsPCM Disclosure Schedule), each 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, Buyer or any of its Affiliates or any of their respective its officers, directors, managers, employees or agents (including any opinion, information, projection or advice that may have been or may be provided to Purchaser Buyer by any director, officer, employee, agent, consultant or representative of either Seller or any of its respective Affiliates). The disclosure of any matter or item in the Disclosed Materials PCM Disclosure Schedule 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 effectMaterial Adverse Effect.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Endeavour International Corp)

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No Other Representations or Warranties; Disclosed Materials. Except for the representations and warranties contained in this ARTICLE 4 (as qualified by the Disclosed Materials)Agreement and Schedules attached hereto, neither no Seller nor any other Person makes (and Purchaser Buyer is not relying upon) any other express or implied representation or warranty with respect to such Seller (including the value, condition or use of any Asset) or the transactions contemplated by this Agreement, and each Seller disclaims any other representations or warranties not contained in this ARTICLE 4 Agreement, whether made by such Seller, any Affiliate of such 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)Agreement, Seller disclaims and Schedules attached hereto, Sellers disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Purchaser, Buyer or any of its Affiliates or any of their respective its officers, directors, managers, employees or agents (including any opinion, information, projection or advice that may have been or may be provided to Purchaser Buyer by any director, officer, employee, agent, consultant or representative of Seller Sellers or any of its their Affiliates). The disclosure of any matter or item in the Disclosed Materials Schedules 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 effectMaterial Adverse Effect.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Trans Energy Inc)

No Other Representations or Warranties; Disclosed Materials. Except for the representations and warranties contained in this ARTICLE 4 Article 7 (as qualified by the Emerald Disclosed Materials), neither Seller Emerald nor any other Person makes (and Purchaser Liberty is not relying upon) any other express or implied representation or warranty with respect to Seller Emerald (including the value, condition or use of any Emerald Asset) or the transactions contemplated by this Agreement, and Seller Emerald disclaims any other representations or warranties not contained in this ARTICLE 4 Article 7, whether made by SellerEmerald, any Affiliate of Seller Emerald or any of their respective officers, directors, managers, employees or agents. Except for the representations and warranties contained in this ARTICLE 4 Article 7 (as qualified by the Emerald Disclosed Materials), Seller Emerald disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Purchaser, Liberty or any of its Affiliates or any of their respective its officers, directors, managers, employees or agents (including any opinion, information, projection or advice that may have been or may be provided to Purchaser Liberty by any director, officer, employee, agent, consultant or representative of Seller Emerald or any of its Affiliates). The disclosure of any matter or item in the Emerald 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 effectMaterial Adverse Effect.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Emerald Oil, Inc.)

No Other Representations or Warranties; Disclosed Materials. Except for the representations and warranties contained in this ARTICLE 4 Article 7 (as qualified by the Emerald Disclosed Materials), neither Seller Emerald nor any other Person makes (and Purchaser Kxxx is not relying upon) any other express or implied representation or warranty with respect to Seller Emerald (including the value, condition or use of any Emerald Asset) or the transactions contemplated by this Agreement, and Seller Emerald disclaims any other representations or warranties not contained in this ARTICLE 4 Article 7, whether made by SellerEmerald, any Affiliate of Seller Emerald or any of their respective officers, directors, managers, employees or agents. Except for the representations and warranties contained in this ARTICLE 4 Article 7 (as qualified by the Emerald Disclosed Materials), Seller Emerald disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Purchaser, Kxxx or any of its Affiliates or any of their respective its officers, directors, managers, employees or agents (including any opinion, information, projection or advice that may have been or may be provided to Purchaser Kxxx by any director, officer, employee, agent, consultant or representative of Seller Emerald or any of its Affiliates). The disclosure of any matter or item in the Emerald 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 effectMaterial Adverse Effect.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Emerald Oil, Inc.)

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