Representations Limited. The representation and warranties of the Borrower in this clause 11 are subject to:
11.23.1 the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court;
11.23.2 the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting or limiting the rights of creditors;
11.23.3 the time barring of claims under any applicable limitation acts;
11.23.4 the possibility that a court may strike out provisions for a contract as being invalid for reasons of oppression, undue influence or similar; and
11.23.5 any other reservations or qualifications of law expressed in any legal opinions obtained by the Facility Agent in connection with the Facility.
Representations Limited the representation and warranties of the Sellers in this Clause 11.1 are subject to:
(i) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court;
(ii) the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting or limiting the rights of creditors;
(iii) the time barring of claims under any applicable limitation acts;
(iv) the possibility that a court may strike out provisions for a contract as being invalid for reasons of oppression, undue influence or similar; and
(v) any other reservations or qualifications of law expressed in any legal opinions obtained by the Owners in connection with the Transaction Documents.
Representations Limited. The representation and warranties of the Borrower in this Clause 4 are subject to:
4.22.1 the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court;
4.22.2 the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting or limiting the rights of creditors;
4.22.3 the time barring of claims under any applicable limitation acts;
4.22.4 the possibility that a court may strike out provisions for a contract as being invalid for reasons of oppression, undue influence or similar; and
4.22.5 any other reservations or qualifications of law expressed in any legal opinions obtained by the Agent in connection with the Facility.
Representations Limited. The representations and warranties of the Borrower in this clause 4 are subject to:
4.3.1 the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court;
4.3.2 the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting or limiting the rights of creditors;
4.3.3 the time barring of claims under any applicable limitation acts;
4.3.4 the possibility that a court may strike out provisions for a contract as being invalid for reasons of oppression, undue influence or similar;
4.3.5 any other reservations or qualifications of law expressed in the legal opinions obtained by the Agent as referred to in Schedule 3 Part 1, paragraph (I) in connection with this Agreement or the Security Documents; and
4.3.6 the representations and warranties made on the Execution Date in respect of the Relevant Documents shall expressly be limited to this Agreement (and none of the other Security Documents) and only those Project Documents which, as at the Execution Date, have been executed by the Borrower.
Representations Limited. Each of Buyer and Parent acknowledges that, except as expressly set forth in this Agreement, neither the Sellers, nor any of their respective Representatives or Affiliates, make any representations or warranties with respect to (a) any projection, estimate or budget delivered or made available to Parent, Buyer or their Affiliates or Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of or with respect to any Purchased Assets (whether now or with respect to the future of the business conducted with the Purchased Assets) or (b) any other information or documents made available to Parent, Buyer or their Representatives with respect to any assets of the Sellers, any Purchased Assets, the business conducted by the Sellers with the Purchased Assets and/or any Liabilities or operations of the Sellers. Each of Parent and Buyer further acknowledges, on behalf of itself and its Affiliates, that it has not relied on any representation not expressly set forth in this Agreement. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY AND SPECIFICALLY MADE IN ARTICLE II (AS MODIFIED BY THE DISCLOSURE SCHEDULES), AND THE OTHER TRANSACTION DOCUMENTS, EACH OF BUYER AND PARENT, ON BEHALF OF ITSELF AND ITS AFFILIATES, REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS, HEREBY IRREVOCABLY WAIVES ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, VALUE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONDITION OF THE PURCHASED ASSETS OR ANY PART THEREOF.
Representations Limited. Notwithstanding anything herein to the contrary, representations or warranties with respect to any Company Subsidiary with respect to periods prior to the time such Company Subsidiary (or its assets if acquired as substantially all of the assets of another person) was acquired by the Company are made to the knowledge of the Company or the Shareholder.
Representations Limited the representation and warranties of the Owners in paragraph (a) above are subject to:
(i) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court;
(ii) the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting or limiting the rights of creditors;
(iii) the time barring of claims under any applicable limitation acts;
(iv) the possibility that a court may strike out provisions for a contract as being invalid for reasons of oppression, undue influence or similar; and
Representations Limited. The representation and warranties of the Borrower in this Clause 11 are subject to:
11.30.1 the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court;
11.30.2 the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting or limiting the rights of creditors;
11.30.3 the time barring of claims under any applicable limitation acts;
11.30.4 the possibility that a court may strike out provisions for a contract as being invalid for reasons of oppression, undue influence or similar; and
Representations Limited. The representation and warranties of the Obligors in this Clause 16 (Representations and Warranties) are subject to:
(a) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court;
(b) the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting or limiting the rights of creditors;
(c) the time barring of claims under any applicable limitation acts;
(d) the possibility that a court may strike out provisions for a contract as being invalid for reasons of oppression, undue influence or similar; and
(e) any other reservations or qualifications of law expressed in any legal opinions obtained by the Lenders in connection with the Credit Facility.
Representations Limited. Other than the representations and warranties of the Seller contained in this Agreement, the Purchased Assets are being acquired AS IS AND WHERE IS and WITHOUT ANY OTHER EXPRESSED OR IMPLIED WARRANTY and neither the Seller nor any director, officer, employee, stockholder, agent, affiliate or representative thereof, nor any other Person, has made or shall be deemed to have made any representation or warranty to the Purchaser, express or implied, at law or in equity, with respect to the Seller, the ELAD System or the Purchased Assets, any assigned contract, including any representations and warranties as to the accuracy or completeness of any evaluation material including the product records and product data, or any other information provided to the Purchaser or any of its affiliates or representatives as to the prospects or likelihood of marketing approval in any country, future sales, revenue, profitability or the technical or commercial success of ELAD or the ELAD System and the Seller disclaims any representations and warranties other than those expressly set forth in this Article III. The risks regarding ELAD and the Seller’s past business related to the Purchased Assets are described in the Seller’s Securities and Exchange Commission filings, including but not limited to its annual report on Form 10-K for the years ended 2017 and 2018 and its quarterly report on Form 10-Q for the quarter ended September 30, 2018.
