Scope of Representations of Seller Sample Clauses

Scope of Representations of Seller. EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO PURCHASER (INCLUDING, BUT NOT LIMITED TO, ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO PURCHASER BY ANY AFFILIATE, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF SELLER OR ANY PETROLEUM ENGINEER OR ENGINEERING FIRM, SELLER'S COUNSEL OR ANY OTHER AGENT, CONSULTANT OR REPRESENTATIVE). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO (A) THE TITLE TO ANY OF THE LEASEHOLDS OR MINERAL PROPERTIES (B) THE AMOUNTS OF HYDROCARBON RESERVES ATTRIBUTABLE TO THE LEASEHOLDS OR MINERAL PROPERTIES (IF ANY) OR (C) ANY GEOLOGICAL OR OTHER INTERPRETATIONS OR ECONOMIC EVALUATIONS. PURCHASER ACKNOWLEDGES AND AFFIRMS THAT IT HAS HAD FULL ACCESS TO THE BOOKS AND RECORDS OF SELLER AND THE INFORMATION THEREIN, AND PURCHASER HAS MADE ITS OWN INDEPENDENT INVESTIGATION, ANALYSIS AND EVALUATION OF (I) THE WELLX XX THE LANDS COVERED BY THE LEASEHOLDS AND MINERAL PROPERTIES (INCLUDING PURCHASER'S OWN ESTIMATE AND APPRAISAL OF THE EXTENT AND VALUE OF THE HYDROCARBON RESERVES OF THE LEASEHOLDS AND MINERAL PROPERTIES), (II) TITLE TO THE LEASEHOLDS AND MINERAL PROPERTIES, (III) OPERATION OF THE LEASEHOLDS AND MINERAL PROPERTIES AND (IV) ENVIRONMENTAL CONDITIONS ON, IN AND UNDER THE LEASEHOLDS AND MINERAL PROPERTIES. PURCHASER SHALL HAVE INSPECTED, OR HAVE WAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) IT'S RIGHT TO INSPECT, THE ASSETS FOR ALL PURPOSES AND SATISFIED ITSELF AS TO THE ASSETS PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING BUT NOT Jeffxxx X. Xxxxx Xxxak Petroleum, Inc. September 8, 1997 Page 15 LIMITED TO CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS AND OTHER MAN-MADE FIBERS, OR NATURALLY OCCURRING RADIOACTIVE MATERIALS ("NORM"). PURCHASER IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE ASSETS, AND PURCHASER SHALL, EXCEPT AS PROVIDED OTHERWISE IN THIS AGREEMENT, ACCEPT ALL THE SAME IN THEIR "AS IS, WHERE IS" CONDITION. ANY AND ALL BOOKS AND RECORDS, DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION AND OTHER MATERIALS (WRITTEN OR ...
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Scope of Representations of Seller. Except as and to the extent expressly set forth herein, Seller makes no representations or warranties whatsoever, and disclaim all liability and responsibility for any representation, warranty, statement or information made or communicated (orally or in writing) to Purchaser (including, but not limited to, any opinion, information or advice that may have been provided to Purchaser by any affiliate, officer, stockholder, director, employee, agent, consultant or representative of Seller, any petroleum engineer or engineering firm, Seller's counsel or any other agent, consultant or representative). Without limiting the generality of the foregoing, except as and to the extent expressly set forth herein and in the Instruments of Transfer, Seller makes no representations or warranties as to (i) the title to any of the properties of Seller, (ii) the amounts of Hydrocarbon reserves attributable to such properties or (iii) any geological or other interpretations or economic evaluations. Purchaser acknowledges and affirms that it has had full access to the records of Seller and the information contained in, or made available or provided with respect to materials contained in, the records of Seller, and that Purchaser has made its own independent investigation, analysis and evaluation of the Transferred Assets, (including its own estimate and appraisal of the extent and value of Seller's Hydrocarbon reserves). Notwithstanding the foregoing, to the Knowledge of Seller, the information contained in the records of Seller and information otherwise made available or furnished in writing to Purchaser by Seller with respect to the Transferred Assets does not contain any untrue statement of a material fact or omit to state any material fact that would make such information not false or misleading.
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Scope of Representations of Seller. Except as and to the extent set forth in Articles IV, VII and IX hereof, 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 including, but not limited to, any information or advice which may have been provided to Buyer by any employee, agent, consultant or representative of Seller, their corporate parent, or any of their Affiliates, or by any engineer or engineering firm, or any other agent, consultant or representative. Without limiting the generality of the foregoing, Seller makes no representation or warranty as to (i) title to the Properties, or any part thereof, except as provided in Section 4.04 or in the Assignment, (ii) the validity of any concessions, licenses, production sharing contracts, leases or other similar interests of Seller relative to the Properties, (iii) the amounts, quality or deliverability of petroleum, natural gas or other reserves attributable to the Properties, or (iv) any geological or other interpretations or economic evaluations.
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Scope of Representations of Seller. (i) Information About the Assets. EXCEPT AS SET FORTH IN THIS AGREEMENT, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY OR IMPLIED, AS TO (i) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY DATA, INFORMATION OR RECORDS FURNISHED TO BUYER IN CONNECTION WITH THE ASSETS OR OTHERWISE CONSTITUTING A PORTION OF THE ASSETS; (ii) THE PRESENCE, QUALITY AND QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE ASSETS, INCLUDING WITHOUT LIMITATION SEISMIC DATA AND SELLER’S INTERPRETATION AND OTHER ANALYSIS THEREOF; (iii) THE ABILITY OF THE ASSETS TO PRODUCE HYDROCARBONS, INCLUDING WITHOUT LIMITATION PRODUCTION RATES, DECLINE RATES AND RECOMPLETION OPPORTUNITIES; (iv) THE TAX ATTRIBUTES OF ANY ASSET. Table of Contents
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Scope of Representations of Seller. Except as and to the extent expressly set forth herein, Seller makes no representations or warranties whatsoever, and disclaims all liability and responsibility for any representation, warranty, statement or information made or communicated (orally or in writing) to Purchaser (including, but not limited to, any opinion, information or advice which may have been provided to Purchaser by any affiliate, officer, stockholder, director, employee, agent, consultant or representative of Seller, any petroleum engineer or engineering firm, Seller's counsel or any other agent, consultant or representative). Without limiting the generality of the foregoing, except as and to the extent expressly set forth herein and/or in the Assignment, Xxxx of Sale and Conveyance, Seller makes no representations or warranties as to (i) the title to any of the Properties,(ii) the amounts of hydrocarbon reserves attributable to the Properties, (iii) any geological or other interpretations or economic evaluations, or (iv) the environmental condition of the Transferred Assets. Seller expressly disclaims and negates asto personal property and fixtures; (a) any implied or expressed warranty of merchantability; (b) any implied or expressed warranty of fitness for a particular purpose; and (c) any implied or expressed warranty of conformity to models or samples of materials. Purchaser expressly agrees that the personal property and the xxxxx will be assigned and accepted "as is, where is and with all fault" and in their present condition and state of repair. Purchaser acknowledges and affirms that prior to Closing, Purchaser has had full access to and has made its own independent investigation, analysis and evaluation of the Transferred Assets.
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Scope of Representations of Seller. 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 concerning the amounts, quality or deliverability of petroleum, natural gas or other reserves attributable to the Properties, or any geological or other interpretations.
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Scope of Representations of Seller. Except as and to the extent set forth in this Agreement, the Deeds and the other documents, agreements and instruments delivered in connection with the Agreement, Seller makes no other representations or warranties, and disclaims all liability and responsibility for any representation, warranty, statement or information made or communicated (orally or in writing) to Buyer. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS AND TO THE EXTENT SET FORTH IN THIS AGREEMENT, THE DEEDS AND THE OTHER DOCUMENTS, AGREEMENTS AND INSTRUMENTS DELIVERED IN CONNECTION WITH THIS AGREEMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO
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Scope of Representations of Seller 
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Related to Scope of Representations of Seller

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Representations of Servicer The Servicer makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture.

  • Representations of BISYS BISYS represents and warrants that: (a) BISYS has been in, and shall continue to be in, substantial compliance with all provisions of law, including Section 17A(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), required in connection with the performance of its duties under this Agreement; and (b) the various procedures and systems which BISYS has implemented with regard to safekeeping from loss or damage attributable to fire, theft or any other cause of the blank checks, records, and other data of the Trust and BISYS' records, data, equipment, facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as are required for the secure performance of its obligations hereunder.

  • REPRESENTATIONS OF SUB-ADVISER The Sub-Adviser represents, warrants and agrees as follows:

  • Representations of Sub Advisor The Sub-advisor represents and warrants to the Advisor that:

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations and Warranties of Seller and Eligible Lender Trustee (A) General The Seller represents and warrants to the Purchaser that with respect to the Initial Loans, as of the Closing Date, and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as of the related Purchase Date:

  • Nature of Representations and Warranties The representations and warranties set forth in this Section 3.08, insofar as they involve conclusions of law, are made not on the basis that the Seller purports to be a legal expert or to be rendering legal advice, but rather to reflect the parties’ good faith understanding of the legal basis on which the parties are entering into this Agreement and the other Basic Documents and the basis on which the Holders are purchasing the Recovery Bonds, and to reflect the parties’ agreement that, if such understanding turns out to be incorrect or inaccurate, the Seller will be obligated to indemnify the Issuer and its permitted assigns (to the extent required by and in accordance with Section 5.01), and that the Issuer and its permitted assigns will be entitled to enforce any rights and remedies under the Basic Documents, on account of such inaccuracy to the same extent as if the Seller had breached any other representations or warranties hereunder.

  • Nature of Representations All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and the other documents delivered at the Closing and not upon any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

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