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.
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Samples: Merger Agreement (Abraxas Petroleum Corp), Merger Agreement (Abraxas Petroleum Corp), Merger Agreement (Abraxas Petroleum Corp)
Scope of Representations and Warranties. (a) Except as and to the extent expressly set forth in this Agreement, Energy the Company makes no, and disclaims any, representations or warranties whatsoever, whether express or implied. Energy The Company disclaims all liability or responsibility for any other statement or information made or communicated (orally or in writing) to AbraxasMerger Sub, its Affiliates Parent, their affiliates or any stockholder, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of Abraxas Merger Sub, Parent or its Affiliates their affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person by any Representative representative of Energy the Company or any other person or contained in the files or records of Energythe Company), wherever and however made.
(b) Except as and to the extent expressly set forth in this Agreement, Abraxas makes no neither Merger Sub nor Parent makes, and disclaims each disclaims, any representations or warranties whatsoever, whether express or implied. Abraxas Each of Merger Sub and Parent disclaims all liability and responsibility for any other statement or information made or communicated (orally or in writing) to Energythe Company, its Affiliates affiliates or any member, partnerstockholder, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of Energy the Company or its Affiliates affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person by any Representative representative of Abraxas Merger Sub or Parent or any other person or contained in the records or files of Abraxasperson), 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.
Appears in 3 contracts
Samples: Merger Agreement (Mariner Energy Inc), Merger Agreement (Plains Exploration & Production Co), Merger Agreement (Pogo Producing Co)
Scope of Representations and Warranties. (a) Except as and to the extent expressly set forth in this Agreement, Energy the Company makes no, and disclaims any, representations or warranties whatsoever, whether express or implied. Energy The Company disclaims all liability or responsibility for any other statement or information made or communicated (orally or in writing) to AbraxasMerger Sub, its Affiliates Parent, their affiliates or any stockholder, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of Abraxas Merger Sub, Parent or its Affiliates their affiliates (including, but not limited to, any opinion, information or advice which that may have been provided to any such person by any Representative representative of Energy the Company or any other person or contained in the files or records of Energythe Company), wherever and however made, including any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, and results of operations.
(b) Except as and to the extent expressly set forth in this Agreement, Abraxas makes no neither Merger Sub nor Parent makes, and disclaims each disclaims, any representations or warranties whatsoever, whether express or implied. Abraxas Each of Merger Sub and Parent disclaims all liability and responsibility for any other statement or information made or communicated (orally or in writing) to Energythe Company, its Affiliates affiliates or any member, partnerstockholder, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of Energy the Company or its Affiliates affiliates (including, but not limited to, any opinion, information or advice which that may have been provided to any such person by any Representative representative of Abraxas Merger Sub or Parent or any other person or contained in the records or files of Abraxasperson), wherever and however made, including any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, and results of operations.
(c) Any representation “to the knowledge” or “to the best knowledgeKnowledge” of a party Party or phrases of similar wording shall be limited to matters within the actual conscious awareness of the executive officers of such party Party and any manager or managers of such party Party who have primary responsibility for the substantive area or operations in question and who report directly to such executive officers officers, in each case after reasonable inquiry.
Appears in 2 contracts
Samples: Merger Agreement (Expressjet Holdings Inc), Merger Agreement (Skywest Inc)
Scope of Representations and Warranties. (a) Except as and to the extent expressly set forth in this Agreement, Energy TPC makes no, and disclaims any, representations or warranties whatsoever, whether express or implied. Energy TPC disclaims all liability or responsibility for any other statement or information made or communicated (orally or in writing) to AbraxasACo, its Affiliates PHI, their affiliates or any stockholder, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of Abraxas ACo, PHI or its Affiliates their affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person by any Representative representative of Energy TPC or any other person or contained in the files or records of EnergyTPC), wherever and however made.
(b) Except as and to the extent expressly set forth in this Agreement, Abraxas makes no neither ACo nor PHI makes, and disclaims each disclaims, any representations or warranties whatsoever, whether express or implied. Abraxas Each of ACo and PHI disclaims all liability and responsibility for any other statement or information made or communicated (orally or in writing) to EnergyTPC, its Affiliates affiliates or any member, partnerstockholder, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of Energy TPC or its Affiliates affiliates (including, but not limited to, any opinion, information or advice which may have been provided to any such person by any Representative representative of Abraxas ACo or Parent, PHI or any other person or contained in the records or files of Abraxasperson), 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 inquiryofficers.
Appears in 2 contracts
Samples: Merger Agreement (Pacificorp Holdings Inc), Merger Agreement (TPC Corp)
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 Merger Sub, Abraxas, its Affiliates or any stockholder, officer, director, employee, representative, consultant, attorney, agent, lender or other advisor of Merger Sub, 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. Each of Merger Sub and Abraxas disclaims disclaim 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.
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