No Warranty Unless Expressly Included Sample Clauses

No Warranty Unless Expressly Included. 9.3.1 Save as and only to the extent set forth in Clause 9.1, the Sellers make no representations or warranties in respect of any matter or thing and disclaim all liability and responsibility for any representation, warranty, statement, opinion, information or advice made or communicated (orally or in writing (including, without restriction, electronically)) to any person including the Buyers, their Affiliates or any officer, stockholder, director, employee, agent, consultant, counsel or adviser of the Buyers or their Affiliates (including, without limiting the generality of the foregoing, any representation, warranty, statement, opinion, information or advice made and communicated to the Buyers by any officer, stockholder, director, employee, agent, consultant, counsel or adviser of the Sellers) and the Buyers acknowledge and affirm that they have not relied upon any such representation, warranty, statement, opinion, information or advice in entering into or carrying out the transactions contemplated by this Agreement. 9.3.2 The Buyers acknowledge and affirm that they have made their own independent investigation, analysis and evaluation of the geological, geophysical and engineering interpretations, economic valuations, physical condition of equipment and assets, assessment of tax matters, legal and contractual rights, obligations and liabilities and prospects for the Sale Assets and acknowledge and affirm, that in making the decision to enter into this agreement and purchase the Sale Assets, they have relied to that extent upon its independent investigation and those of their representatives, including professional, legal, tax, financial, business and other advisers. 9.3.3 Any breach of warranty made by the Sellers shall not be enforceable against the Sellers to the extent that it is shown that the inaccuracy, error or omission underlying the alleged breach was known by the Buyers at the time the Buyers entered into this Agreement. 9.3.4 The warranties and any liabilities of the Sellers are subject to the matters contained or referred to in the Disclosure Materials. Any breach of warranty will not be enforceable against the Sellers to the extent that it is shown that the inaccuracy, error or omission underlying the alleged breach was identified in the Disclosure Materials. 9.3.5 The Buyers acknowledge that they have had the opportunity to examine the Disclosure Materials, seek independent advice in relation to the Sale Assets, to conduct a due diligence...
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No Warranty Unless Expressly Included. (a) Save as and to only the extent set forth in Clause 9.1, Seller makes no representations or warranties in respect of any matter or thing and disclaims all liability and responsibility for any representation, warranty, statement, opinion, information or advice made or communicated (orally or in writing (including, without restriction, electronically)) to any person, and the Buyer acknowledges and affirms that it has not relied upon any such representation, warranty, statement, opinion, information or advice in entering into or carrying out the transactions contemplated by this Agreement. (b) The Buyer acknowledges that it has knowledge of the subject matter of the warranties and therefore any breach of warranty shall not be enforceable against Seller to the extent that it is shown that the inaccuracy, error or omission underlying the alleged breach was known by the Buyer at the time the Buyer entered into this Agreement. (c) The warranties and any liabilities of Seller are subject to the matters contained or referred to in the Disclosure Materials, and the warranties do not apply to those matters.
Sample 1
No Warranty Unless Expressly Included. (a) Save as and only to the extent set forth in Clause 12.1, the Seller makes no representations or warranties in respect of any matter or thing and disclaims all liability and responsibility for any representation, warranty, statement, opinion or information made or communicated (orally or in writing) to the Buyer (including, without limiting the generality of the foregoing, any representation, warranty, statement, opinion, information or advice made and communicated to the Buyer by any officer, stockholder, director, employee, agent, consultant, counsel or adviser of the Seller or a tender document) and the Buyer acknowledges and affirms that it has not relied upon any such representation, warranty, statement, opinion or information in entering into or carrying out the transactions contemplated by this Agreement. (b) Subject to the Warranties, the Buyer acknowledges and affirms that it has made its own independent investigation, analysis and evaluation of the geological, geophysical and engineering interpretations, economic valuations and assessment of tax allowances and prospects for development of the Assets and acknowledges and affirms that in making the decision to purchase
Sample 1
No Warranty Unless Expressly Included. (a) The Purchaser acknowledges and affirms that in making the decision to purchase the Sale Shares (and indirectly acquire an interest in the Operations): (1) it has received the information provided in the Disclosure Materials; and (2) it has made its own independent analysis and evaluation of such Disclosure Materials with its representatives, including professional, legal, tax, financial, business and other advisers. (b) Without prejudice to clause 9.6(a), other than the Warranties the Vendor makes no representations or warranties, implied or otherwise as to the following matters: (1) the amounts of minerals (including copper, gold, and silver) attributable to or the extent of reserves within the Contract Area or attributable to the Operations; (2) the accuracy of any geological, geophysical, engineering or economic data, or any interpretations, forecasts or evaluations of such data; (3) the probable success or future profitability of PTNNT and any future matters, including future or forecast costs (including rehabilitation costs), revenues, markets, production, profits or development plans or timing of future activities, including exploration or development activities, opinions, estimates, projections, business plans, budget information or other forecasts in respect of PTNNT.
Sample 1

Related to No Warranty Unless Expressly Included

  • No Warranty In executing and delivering this Lease, Tenant has not relied on any representations, including, but not limited to, any representation as to the amount of any item comprising Additional Rent or the amount of the Additional Rent in the aggregate or that Landlord is furnishing the same services to other tenants, at all, on the same level or on the same basis, or any warranty or any statement of Landlord which is not set forth herein or in one or more of the exhibits attached hereto.

  • No Warranties By providing Confidential Information, no Party makes any warranties or representations as to its accuracy or completeness. In addition, by supplying Confidential Information, no Party obligates itself to provide any particular information or Confidential Information to the other Parties nor to enter into any further agreements or proceed with any other relationship or joint venture.

  • No Warranties or Liability Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

  • Manufacturer Warranties Prior to the transfer to the Interconnected Transmission Owner of title to the Transmission Owner Interconnection Facilities built by the Interconnection Customer, the Interconnection Customer shall produce documentation satisfactory to the Interconnected Transmission Owner evidencing the transfer to the Interconnected Transmission Owner of all manufacturer warranties for equipment and/or materials purchased by the Interconnection Customer for use and/or installation as part of the Transmission Owner Interconnection Facilities built by the Interconnection Customer.

  • Other Warranties EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE ASSET, OR ANY OTHER MATTER AND, IN PARTICULAR, SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

  • No Other Warranty NEITHER AMPERITY NOR ANY AMPERITY SUBCONTRACTORS REPRESENT THAT AMPERITY WILL BE ABLE TO CORRECT ALL REPORTED DEFECTS OR ERRORS OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. AMPERITY MAKES NO WARRANTY REGARDING THE FEATURES OR SERVICES PROVIDED BY THIRD PARTIES. THE WARRANTIES STATED IN THIS SECTION 8 ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY AMPERITY AND ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AND AMPERITY’S SOLE AND EXCLUSIVE LIABILITY ARISING FROM ANY DEFECTS OR PERFORMANCE OR QUALITY ISSUES WITH THE SERVICES OR AMPERITY DATA. THERE ARE NO OTHER WARRANTIES AND TO THE FULLEST EXTENT PERMITTED BY LAW, AMPERITY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, QUALITY, AVAILABILITY, TITLE, ACCURACY, COMPLETENESS OR CURRENCY APPLICABLE TO THE SERVICES OR AMPERITY DATA, WHETHER ARISING BY THE COURSE OF DEALING, USAGE OR TRADE PRACTICE OR COURSE OF PERFORMANCE. CUSTOMER AGREES THAT IT IS NOT RELYING ON DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES, OR ANY ORAL OR WRITTEN PUBLIC COMMENTS OR ADVERTISING OF AMPERITY REGARDING FUTURE FUNCTIONALITY OR FEATURES, IN ITS PURCHASE OF THE SERVICES.

  • Disclaimer of Other Warranties EXCEPT AS OTHERWISE EXPRESSLY ------------------------------ PROVIDED HEREIN, THE SALE OF THE EQUIPMENT IS HEREBY MADE ON AN "AS-IS WHERE-IS" BASIS. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO (i) THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION OF THE FOREGOING, ITS SELECTION, QUALITY, DESIGN, CAPACITY, CONDITION, MERCHANTABILITY OR ITS FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE AND FREEDOM FROM CLAIMS OF COPYRIGHT OR PATENT INFRINGEMENT OR ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR NEGLIGENCE, (ii) THE FREEDOM OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) FROM ANY LATENT OR OTHER DEFECT (WHETHER OR NOT DISCOVERABLE), (iii)THE COMPLIANCE OF ANY OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) WITH ANY APPLICABLE LAWS OR REGULATIONS, (iv) THE CREDITWORTHINESS OF EACH LESSEE OR ANY OTHER PERSON UNDER THE LEASES AND THE TRANSACTION DOCUMENTS, (v) THE COLLECTIBILITY OF ANY AMOUNT UNDER THE LEASES AND ANY OF THE TRANSACTION DOCUMENTS, (vi) THE TAX CHARACTERIZATION OF THE LEASES, OR (vii) THE DUE AUTHORIZATION, EXECUTION AND DELIVERY BY, OR THE ENFORCEABILITY AGAINST, ANY PERSON WHO IS OR HAS BEEN A PARTY TO THE LEASES AND ANY OF THE TRANSACTION DOCUMENTS (WITH THE EXCEPTION OF THE SELLER) AND SELLER HEREBY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES.

  • No Other Representations or Warranties; Schedules Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (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). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

  • No Other Warranties EXCEPT AS OTHERWISE EXPRESSLY STATED IN SECTION 4.2 OF THIS AGREEMENT, THE SHAREHOLDER INTERNET SERVICES ARE PROVIDED “AS-IS,” ON AN “AS AVAILABLE” BASIS, AND TRANSFER AGENT HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH SERVICES PROVIDED BY TRANSFER AGENT HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

  • Further Warranties The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

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