Scope of Representations and Warranties. (a) Except as and to the extent expressly set forth in this Agreement, Energy makes no, and disclaims any, representations or warranties whatsoever, whether express or implied. Energy disclaims all liability or responsibility for any other statement or information made or communicated (orally or in writing) to Abraxas, its Affiliates or any stockholder, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of Abraxas or its Affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person by any Representative of Energy or any other person or contained in the files or records of Energy), wherever and however made.
(b) Except as and to the extent expressly set forth in this Agreement, Abraxas makes no and disclaims any representations or warranties whatsoever, whether express or implied. Abraxas disclaims all liability and responsibility for any other statement or information made or communicated (orally or in writing) to Energy, its Affiliates or any member, partner, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of Energy or its Affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person by any Representative of Abraxas or any other person or contained in the records or files of Abraxas), wherever and however made.
(c) Any representation “to the knowledge” or “to the best knowledge” of a party or phrases of similar wording shall be limited to matters within the actual conscious awareness of the executive officers of such party and any manager or managers of such party who have primary responsibility for the substantive area or operations in question and who report directly to such executive officers after reasonable inquiry.
Scope of Representations and Warranties. Notwithstanding anything to the contrary contained in this Agreement, it is the explicit intent of each party hereto that Seller is making no representation or warranty whatsoever, express or implied, including but not limited to any implied representation or warranty as to condition, merchantability or suitability as to any of the Station Assets, except those representations and warranties contained in this Section 3.
Scope of Representations and Warranties. All agreements, covenants, representations and warranties of the parties are contained in this Agreement, in the Exhibits and the documents referred to in this Agreement. No other agreements, covenants, representations and warranties have been made by any party and all prior agreements, covenants, representations and warranties are merged in this Agreement.
Scope of Representations and Warranties. (a) Except as and to the extent expressly set forth in this Agreement, XETA makes no, and disclaims any, representations or warranties whatsoever, whether express or implied. XETA disclaims all liability or responsibility for any other statement or information made or communicated (orally or in writing) to Sub, Parent, their affiliates or any shareholder, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of Sub, Parent or their affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person by any representative of XETA or any other person or contained in the files or records of XETA), wherever and however made, including any documents, projections, forecasts or other material made available to Parent and its subsidiaries in certain “data rooms” or management presentations in expectation of the Transactions.
(b) In connection with the investigation by Parent of XETA and its subsidiaries, Parent has received or may receive from XETA and its subsidiaries certain projections, forward-looking statements and other forecasts and business plan information. Parent acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Parent is familiar with such uncertainties, that Parent is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that, absent fraud or willful misrepresentation, Parent shall have no claim against anyone with respect thereto. Accordingly, Parent acknowledges that XETA makes no representation or warranty with respect to such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans).
(c) Except as and to the extent expressly set forth in this Agreement, neither Sub nor Parent makes, and each disclaims, any representations or warranties whatsoever, whether express or implied. Each of Sub and Parent disclaims all liability and responsibility for any other statement or information made or communicated (orally or in writing) to XETA, its affiliates or any shareholder, officer, director, employee, representative, consultant, attorney, agent, lender or othe...
Scope of Representations and Warranties. (a) Except as and to the extent expressly set forth in this Agreement, the Company is not making, and disclaims, any, representations or warranties whatsoever, whether express or implied. The Company disclaims all liability or responsibility for any other statement or information made or communicated (orally or in writing) to Parent, its affiliates or any stockholder, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor Parent or its affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person by any Representative or any other person or contained in the files or records of the Company), wherever and however made, including any documents, projections, forecasts, estimates or other material made available to Parent or any affiliate, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of Parent in any offering memorandum, “data room” or management presentation.
(b) Except as and to the extent expressly set forth in this Agreement, each of Parent and Merger Sub is not making, and disclaims, any representations or warranties whatsoever, whether express or implied. Each of Parent and Merger Sub disclaims all liability and responsibility for any other statement or information made or communicated (orally or in writing) to the Company, its affiliates or any stockholder, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of the Company or its affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person by any representative of Parent, Merger Sub or any other person), wherever and however made, including any documents, projections, forecasts, estimates or other material made available to the Company, any Company Subsidiary or any affiliate, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of Company or any Company Subsidiary in any offering memorandum, “data room” or management presentation.
(c) Any representation “to the knowledge” of a party or phrases of similar wording shall be limited to matters within the actual conscious awareness of the executive officers of such party and any manager or managers of such party who have primary responsibility for the substantive area or operations in question and who report directly to such executive officers.
Scope of Representations and Warranties. Except as set forth in this Agreement, the Company makes no representations or warranties to Buyers and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made or communicated (orally or in writing) to any Buyer (including but not limited to any opinion, information, projection, or advice that may have been provided to Buyers by any officer, director, employee, agent, consultant or representative of the Company or of the Company's placement agent, Rausxxxx Xxxxxx Xxxsnes, Inc.).
Scope of Representations and Warranties. The Company shall not be deemed to have made to Parent any representation or warranty other than as expressly made by the Company in Article IV hereof. Without limiting the generality of the foregoing, and notwithstanding any otherwise express representations and warranties made by the Company in Article IV hereof, the Company makes no representation or warranty to Parent with respect to (a) any projections, estimates or budgets heretofore delivered or made available to Parent of future revenues, expenses or expenditures, future results of operations and other similar projections or estimates or (b) any other information or documents made available to Parent or its counsel, accountants, or advisors with respect to the Group Entities, except as expressly covered by a representation and warranty contained in Article IV hereof.
Scope of Representations and Warranties. 33 SECTION 9.03. Notices.....................................................33 SECTION 9.04. Certain Definitions.........................................35 SECTION 9.05. Severability................................................35 SECTION 9.06. Entire Agreement; Assignment................................36 SECTION 9.07. Parties in Interest.........................................36 SECTION 9.08. Specific Performance........................................36 SECTION 9.09. Governing Law...............................................36 SECTION 9.10. Headings....................................................36 SECTION 9.11. Counterparts................................................36 ANNEX A Conditions to the Offer ANNEX B Employee Benefits Glossary of Defined Terms Location of Defined Term Definition
Scope of Representations and Warranties. (a) Except as and to the extent expressly set forth in this Agreement, the Company makes no, and disclaims any, representations or warranties whatsoever, whether express or implied. The Company disclaims all liability or responsibility for any other statement or information made or communicated (orally or in writing) to Parent, Purchaser, their affiliates or any stockholder, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of Parent, Purchaser or their affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person by any representative of the Company or any other person or contained in the files or records of the Company), wherever and however made.
(b) Except as and to the extent expressly set forth in this Agreement, neither Parent nor Purchaser makes, and each disclaims, any representations or warranties whatsoever, whether express or implied. Each of Parent and Purchaser disclaims all liability and responsibility for any other statement or information made or communicated (orally or in writing) to the Company, its affiliates or any stockholder, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of the Company or its affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person by any representative of Parent, Purchaser or any other person), wherever and however made.
Scope of Representations and Warranties. The representations and warranties stated in this Article 2 and in the Ancillary Agreements are the only representations and warranties Parent and Seller have given to Purchaser in connection with the transactions contemplated by this Agreement. Except as set forth in this Article 2 and in the Ancillary Agreements, Parent and Seller have not made, and hereby expressly disclaim, any other or further representation or warranty, either express or implied, concerning the subject matter of this Agreement.
