Scope of Representations. Anything to the contrary in this Section 3.1 notwithstanding, no representation or warranty made by the Company in this Agreement shall be deemed to be untrue or incorrect at the date hereof if the failure of such representation or warranty to be true and correct as of such date (or as of any other specified date) does not have, individually or in the aggregate, a Material Adverse Effect on the Company at the date hereof.
Scope of Representations. Anything to the contrary in this Section 3.2 notwithstanding, no representation or warranty made by Parent in this Agreement shall be deemed to be untrue or incorrect at the date hereof if the failure of such representation or warranty to be true and correct as of such date (or as of any other specified date) does not have, individually or in the aggregate, a Material Adverse Effect at the date hereof. A-15
Scope of Representations. Except to the extent expressly set forth in this Agreement, Seller makes no representations or warranties whatsoever and disclaims all liability and responsibility for any other representation, warranty, statement or information made or communicated (orally or in writing) to Buyer. Without limiting the generality of the foregoing, except as set forth in Article III, NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE MERCHANTABILITY, USEFULNESS OR SUITABILITY FOR ANY PURPOSE OF ANY PERSONAL PROPERTY OF PEI, INCLUDING, WITHOUT LIMITATION (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (b) ANY RIGHTS OF BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION AND (c) ANY CLAIM BY BUYER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO SUCH PERSONAL PROPERTY, IT BEING UNDERSTOOD THAT, EXCEPT AS AFORESAID, SUCH PERSONAL PROPERTY SHALL EXIST IN ITS PRESENT CONDITION AND STATE OF REPAIR, "AS IS" AND "WHERE IS", WITH ALL FAULTS.
Scope of Representations. TIBCO acknowledges that the ------------------------ representations made in this Article III are made by each Stockholder only as to himself or itself, as the case may be.
Scope of Representations. 38 9.2 Survival................................................... 38 ARTICLE X MISCELLANEOUS.............................................. 39 10.1 Expenses................................................... 39 10.2 Notices.................................................... 40 10.3 Remedies................................................... 40 10.4
Scope of Representations. 34 ARTICLE XI MISCELLANEOUS ................................................ 34 11.01 Confidentiality ............................................... 34 11.02 Brokers ....................................................... 35 11.03 Expenses ...................................................... 35 11.04 Notices ....................................................... 35
Scope of Representations. Except to the extent expressly set forth in this Agreement, Seller makes no representations or warranties whatsoever and disclaims all liability and responsibility for any other representation, warranty, statement or information made or communicated (orally or in writing) to Buyer. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, Seller makes no representation or warranty as to title to any of the assets or properties of the AMPCO Companies and, with respect to any personal property and equipment included within such assets or properties, SELLER EXPRESSLY DISCLAIMS AND NEGATES ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS.
Scope of Representations. Except as set forth in ARTICLES IV and V hereof, the parties make no representations or warranties whatsoever, and each party disclaims all liability and responsibility for any other representation, warranty, statement or information made or communicated (orally or in writing) to another party (including, but not limited to, any opinion, information or advice which may have been provided to Acquiror or Subsidiary by any officer, stockholder, director, employee, agent or consultant of Tenneco, Lazard or any other agent or representative of Tenneco). Acquiror acknowledges and affirms that it has made its own independent investigation, analysis and evaluation of Tenneco and its subsidiaries, their properties and assets, operations, business and prospects, and that it is relying exclusively upon such investigation, analysis and evaluation in entering into this Agreement.
Scope of Representations. EACH OF THE MEMBERS HEREBY ACKNOWLEDGES AND AGREES THAT, IN CONNECTION WITH THE DRAFTING, PREPARATION AND NEGOTIATION OF THIS AGREEMENT, THE FORMATION OF THE COMPANY AND ANY OTHER MATTERS RELATED THERETO, (I) XXXXX XXXXXX LLP HAS ONLY REPRESENTED THE INTERESTS OF THE MANAGING MEMBER AND NOT THE INTERESTS OF THE OPERATING MEMBER OR THE COMPANY. THE ATTORNEYS, ACCOUNTANTS AND OTHER EXPERTS WHO PERFORM SERVICES FOR ANY OF THE PARTIES HERETO MAY ALSO PERFORM SERVICES FOR THE COMPANY. TO THE EXTENT THE FOREGOING REPRESENTATION CONSTITUTES A CONFLICT OF INTEREST, EACH OF THE MEMBERS HEREBY EXPRESSLY WAIVES ANY SUCH CONFLICT OF INTEREST. THE MEMBERS FURTHER ACKNOWLEDGE THAT THE ATTORNEYS, ACCOUNTANTS AND OTHER EXPERTS WHO PERFORM SERVICES FOR THE COMPANY OR ANY MEMBER SHALL NOT BE DEEMED BY VIRTUE OF SUCH REPRESENTATION TO HAVE ALSO REPRESENTED ANY OTHER MEMBER IN CONNECTION WITH ANY SUCH MATTERS.
Scope of Representations. In consideration of Optionee entering into this Agreement and as an inducement to Optionee to purchase the Property, Optionor makes the following representations and warranties which are being relied on by Optionee, but are subject to the following restrictions and limitations. Each of the representations and warranties are being made to the best of Optionor's actual knowledge as of the date of this Agreement without any investigation or duty to investigate, and based upon the laws, statues and regulations in effect on the date of this Agreement. Optionor shall have no duty to update its representations or warranties with respect to any modification to existing laws or any adoption of new laws. The use of the term "actual knowledge of Optionor" or any variation thereof in this Agreement shall mean and is limited to the actual knowledge of XXXX XXXXXX, XXXX NULL, and XXXXXX XXXXXX and shall not include any notice or knowledge that may be imputed or constructively attributed to Optionor, nor shall the use of such phrase imply that any special inquiry or investigation has been undertaken by Optionor with respect to the subject matter of the representation qualified by such phrase. XXXX XXXXXX, XXXX NULL, and XXXXXX XXXXXX shall have no personal liability with respect to any liability or obligation of Optionor. Optionor represents and warrants that XXXX XXXXXX and XXXX NULL are the individuals most knowledgeable about the matters which are the subject of the representations and warranties set forth in this Agreement. A representation or warranty shall only be deemed material to Optionee in the event that any information which differs from the applicable representation hereunder would have a substantial adverse impact, financial or otherwise, on Optionee's proposed use of the Property for development as residential for sale housing. If any information relating to a representation is not material to Optionee, then (i) Optionee cannot rely on such representation or warranty; (ii) Optionor shall not be in breach of the applicable representation or warranty; and (iii) Optionor shall have no liability for any inaccuracy. All representations and warranties hereunder shall automatically expire on the later of two (2) years following the Close of Escrow or for each respective parcel of the Property (as described in the License Agreement) eighteen (18) months following the date that Buyer obtains possession of each parcel of the Property pursuant to the various phases d...
