Non-Reliance of Buyer. Except for the specific representations and warranties expressly made by the Company in Section 5 of this Agreement, Buyer acknowledges that (a) neither the Company, its affiliates nor any other Person has made any representation or warranty, express or implied, as to the Company, the Company’s business, assets, liabilities, operations, prospects, condition (financial or otherwise), including with respect to the effectiveness or success of the Company’s operations, exploration activities or future capital raising activities, and (b) no officer, agent, representative or employee of the Company has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement. Buyer has not received an “offering memorandum” (as defined in Ontario Securities Commission Rule 14-501 — Definitions) or any other similar document describing or purporting to describe the business and affairs of the Company. Buyer specifically disclaims that it is relying upon or has relied upon any representations or warranties that may have been made by any Person except for the specific representations and warranties expressly made by the Company in Section 5. Any inspection, investigation or review performed by Buyer in connection with this Agreement will not affect or negate the representations and warranties of the Company contained herein.
Non-Reliance of Buyer. Except for the specific representations and warranties expressly made by the Company or Seller in Article III and Article IV of this Agreement, (a) Buyer acknowledges and agrees that (i) none of the Company, Seller or any other Person is making or has made any representation or warranty, expressed or implied, at law or in equity, in respect of the Company, the Company’s Subsidiaries, or any of the Company’s or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business of the Company and its Subsidiaries, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding the Company or any Subsidiary of the Company furnished to Buyer or its Representatives or made available to Buyer and its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions, or in respect of any other matter or thing whatsoever, and (ii) no officer, agent, Representative or employee of Seller, the Company, any of the Company’s Subsidiaries or any other Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided; (b) Buyer specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company, Seller and the Seller Representative have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person; (c) Buyer specifically disclaims any obligation or duty by Seller, the Company or any other Person to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Article III and Article IV of this Agreement; and (d) Buyer is acquiring the Company subject only to the specific representations and warranties set forth in Article III and Article IV of this Agreement as further limited (and as specifically bargained for) by Section 9.1.
Non-Reliance of Buyer. Except for the specific representations and warranties expressly made by the Company in Section 5 of this Agreement, Buyers acknowledge that (a) neither the Company, its affiliates nor any other Person has made any representation or warranty, express or implied, as to the Company, the Company’s business, assets, liabilities, operations, prospects, condition (financial or otherwise), including with respect to the effectiveness or success of the Company’s exploration activities or future capital raising activities, and (b) no officer, agent, representative or employee of the Company has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement. Each Buyer specifically disclaims that it is relying upon or has relied upon any representations or warranties that may have been made by any Person except for the specific representations and warranties expressly made by the Company in Section 4. Any inspection, investigation or review performed by Buyers in connection with this Agreement will not affect or negate the representations and warranties of the Company contained herein.
Non-Reliance of Buyer. (a) Buyer acknowledges and agrees that:
Non-Reliance of Buyer. Except for the specific representations and warranties expressly made by the Sellers in Article 4 of this Agreement, the Buyers acknowledge and agree that (i) the Sellers are not making and have not made any representation or warranty, expressed or implied, at law or in equity, in respect of the Assets, including with respect to the merchantability or fitness for any particular purpose of the Assets, the nature or extent of any Liabilities, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information furnished or made available to the Buyers or its representatives; (ii) no officer, agent, representative or employee of the Sellers has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided. The Buyers specifically disclaim that they are relying upon or have relied upon any such other representations or warranties that may have been made by any Person, and acknowledge and agree that the Sellers have specifically disclaimed and do hereby specifically disclaim any such other representations or warranty made by any Person. The Buyers specifically disclaim any obligation or duty by the Sellers to make any disclosures of fact not required to be disclosed purpose to the specific representation and warranties set forth in Article 4 of this Agreement. The Buyers are acquiring the Assets subject only to the specific representations and warranties set forth in Article 4 of this Agreement as further limited by the specifically bargained-for exclusive remedies as set forth in Article 10.
Non-Reliance of Buyer. Buyer and its Representatives have had an opportunity to discuss the business, management, operations and finances of the Business with Seller, its applicable Affiliates and their respective Representatives and has had an opportunity to inspect the Purchased Assets. Buyer has conducted its own independent investigation of the Business. Buyer specifically disclaims that it is relying upon or has relied upon any representations or warranties that may have been made by any Person (written or oral) other than the representations and warranties made by Seller in Article V and Article VI (as modified by the Company Disclosure Letter), and acknowledges and agrees that the Companies and Seller have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person. Buyer is acquiring the Companies subject only to the specific representations and warranties set forth in Article V and Article VI (as modified by the Company Disclosure Letter).
