Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND V, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
(b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY.
Waiver of Other Representations. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF PBF ENERGY OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SUBJECT INTERESTS, THE TOLEDO TANK FARM ASSETS, THE BUSINESS OR TOLEDO TERMINALING OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, CONTRIBUTOR MAKES NO REPRESENTATION OR WARRANTY TO THE PARTNERSHIP WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE TOLEDO TANK FARM ASSETS, THE BUSINESS OR TOLEDO TERMINALING.
Waiver of Other Representations. (a) Buyer is an informed and sophisticated purchaser, who is familiar with the ownership and operation of, and has engaged expert advisors, experienced in the evaluation and purchase of, companies such as the Companies and the Purchased Subsidiaries and real property such as the Real Property, each as contemplated hereunder. Buyer has had adequate opportunity to undertake, and has undertaken, such investigation and has been provided with access to and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the other Transaction Documents. Buyer shall accept the Equity Interests, the Companies, the Subsidiary Equity Interests, the Purchased Subsidiaries and the Real Property in the condition they are in on the applicable Closing Date based upon Buyer’s own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller.
(b) Except for the specific representations and warranties expressly made by Seller in Articles III and IV of this Agreement, (i) Buyer acknowledges and agrees that (A) neither Seller nor any of its Representatives is making or has made any representation or warranty, expressed or implied, at law or in equity, in respect of the Real Property, the Companies, the Purchased Subsidiaries or any of their respective operations, prospects, or condition (financial or otherwise), including with respect to (1) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of any Real Property or any aspect or portion thereof, including, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, water and utility systems, facilities and appliances, soils, geology and groundwater, (2) the dimensions or lot size of any Real Property or the square footage of any of the improvements thereon or of any tenant space therein, (3) the development or income potential, or rights of or relating to, any Real Property, or the fitness, suitability, value or adequacy of any Real Property for any particular purpose, (4) the zoning or other legal status of any Real Property, (5) the compliance of any Real Property or its operati...
Waiver of Other Representations. Each Shareholder:
(a) acknowledges and agrees that in entering into this Agreement and the documents and transactions contemplated under this Agreement, it does not rely on and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether a party to this Agreement or not), other than is expressly set out in this Agreement. The only remedy available to each of the party to this Agreement shall be the breach of contract under the terms of this Agreement. Nothing in this Clause 20.2 shall however operate to exclude any liability for fraud;
(b) irrevocably and unconditionally waives any right it may have to claim damages for any misrepresentation, or breach of any warranty, not contained in this Agreement or any such collateral or supplemental agreement unless such misrepresentation or warranty was made fraudulently.
Waiver of Other Representations. Except for those representations and warranties expressly contained in the Business Combination Agreement, the HPK LP Interests and the HPK GP Interests are being transferred “as-is, where is, with all faults” and the Assignors expressly disclaim any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of any Transferred Entity or their respective assets or the prospects, risks and other incidents of any Transferred Entity and their respective assets.
Waiver of Other Representations. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF VITOL OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PURCHASED UNITS, THE PARTNERSHIP COMPANIES, THEIR ASSETS, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT.
Waiver of Other Representations. No Reliance; “As Is” Sale 78 Section 7.8 Exclusive Remedies; Certain Waivers, Releases and Limitations 80 ARTICLE VIII TERMINATION 81 Section 8.1 Termination 81 Section 8.2 Effect of Termination; Termination Fee 82 Section 8.3 Specific Performance and Other Remedies 83 ARTICLE IX MISCELLANEOUS 84 Section 9.1 Expenses 84 Section 9.2 Notices 84 Section 9.3 Entire Agreement 85 Section 9.4 Severability 85 Section 9.5 Schedules and Exhibits 85 Section 9.6 Successors and Assigns 86 Section 9.7 No Third Party Beneficiaries 86 Section 9.8 No Joint Venture or Agency 86 Section 9.9 Amendments and Waivers 86 Section 9.10 Governing Law 87 Section 9.11 Dispute Resolution 87 Section 9.12 Submission to Jurisdiction 87 Section 9.13 Waiver of Jury Trial 87 Section 9.14 Counterparts 88 Schedule 1: Facilities Schedule 1.1-K: Seller’s Knowledge Schedule 1.1-PL: Permitted Liens Schedule 2.1(a): Real Property Schedule 2.1(b): Leased Real Property Schedule 2.1(c): Personal Property Schedule 2.1(e): Material Contracts Schedule 2.1(g): Assigned Intellectual Property Schedule 2.1(i): Environmental Attributes Schedule 2.2(a): T&D and Associated Telecommunication Assets Schedule 2.2(b): Retained Real Property Schedule 2.2(j): Assigned Intercompany Contracts Schedule 2.6(a)(i): Working Capital Adjustment Calculation Schedule 2.6(a)(iv): Delayed Closing Adjustment Calculation Schedule 2.8(b): Purchase Price Allocation Schedule 3.1: Jurisdictions Schedule 3.3: Seller Required Consents Schedule 3.4: Legal Proceedings Schedule 3.5(a): Compliance with Laws Schedule 3.5(b): Permits Schedule 3.6: Title Commitments Schedule 3.7(a): Certain Assets Used in Operations Schedule 3.7(b-1): Other Matters Related to Certain Assets Used in Operations Schedule 3.7(b-2): Interconnection Matters Schedule 3.8(c): Certain Matters Regarding Material Contracts Schedule 3.9: Insurance Schedule 3.10: Tax Claims Schedule 3.11(a): Environmental Permits Schedule 3.11(b): Certain Environmental Matters Schedule 3.11(e): Removal Contract Schedule 3.12(a): Scheduled Employees Schedule 3.12(b): Certain Employment Matters Schedule 3.12(c): Independent Contractor Information Schedule 3.13: Employee Benefit Plans Schedule 3.15: Financial Information Schedule 3.16: Changes Schedule 3.17(e): Real Property Agreements Non-Compliance Schedule 3.17(f): Real Property Agreement Subleases, Etc. Schedule 3.18: Facilities Not Registered with NERC Schedule 3.21(a): ISO-Recognized Capacity Schedule 3.21(b): Pledged Capacity Schedule ...
Waiver of Other Representations. Each party irrevocably and unconditionally waives any right it may have to claim damages for any misrepresentation, or breach of any warranty, not contained in this Agreement or any such collateral or supplemental agreement unless such misrepresentation or warranty was made fraudulently.
Waiver of Other Representations. Except for those representations and warranties expressly contained in the Business Combination Agreement, the Company Interests are being transferred “as-is, where is, with all faults” and the Contributor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of the Company or its assets or the prospects, risks and other incidents of the Company and its assets.
Waiver of Other Representations. Except for those representations and warranties expressly contained in the Business Combination Agreement, the Units are being transferred “as-is, where is, with all faults” and each Contributor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of the Company or its assets or the prospects, risks and other incidents of the Company and its assets.
