Common use of Waiver of Other Representations Clause in Contracts

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 DELAWARE LOGISTICS ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY MAKES NO REPRESENTATION OR WARRANTY TO THE PARTNERSHIP WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES.

Appears in 3 contracts

Samples: Contribution Agreement, Contribution Agreement (PBF Logistics LP), Contribution Agreement (PBF Holding Co LLC)

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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 DELAWARE LOGISTICS TOLEDO TANK FARM ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES TOLEDO TERMINALING OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY CONTRIBUTOR MAKES NO REPRESENTATION OR WARRANTY TO THE PARTNERSHIP WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS TOLEDO TANK FARM ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIESTOLEDO TERMINALING.

Appears in 3 contracts

Samples: Contribution Agreement, Contribution Agreement (PBF Logistics LP), Contribution Agreement (PBF Holding Co LLC)

Waiver of Other Representations. (a) 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 SE TRANSMISSION, MLP GP OR ANY OF ITS THEIR RESPECTIVE 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 CONTRIBUTED INTERESTS, THE DELAWARE LOGISTICS ASSETSSALTVILLE COMPANIES, THE BUSINESS OR THE TRANSFERRED COMPANIES THEIR ASSETS OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY NEITHER SE TRANSMISSION NOR MLP GP MAKES NO ANY REPRESENTATION OR WARRANTY TO THE PARTNERSHIP SPECTRA MLP WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS ASSETS, THE BUSINESS OR THE TRANSFERRED SALTVILLE COMPANIES.

Appears in 3 contracts

Samples: Contribution Agreement, Contribution Agreement (Spectra Energy Partners, LP), Contribution Agreement (Spectra Energy Partners, LP)

Waiver of Other Representations. (a) 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 MLP GP 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 CONTRIBUTED INTERESTS, THE DELAWARE LOGISTICS ASSETSBUSINESS, THE BUSINESS WEUS OR THE TRANSFERRED COMPANIES M&NE US OR THEIR RESPECTIVE ASSETS OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY MLP GP MAKES NO REPRESENTATION OR WARRANTY TO THE PARTNERSHIP SPECTRA MLP WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS ASSETSWEUS, THE BUSINESS M&NE US OR THE TRANSFERRED COMPANIESBUSINESS.

Appears in 2 contracts

Samples: Contribution Agreement, Contribution Agreement (Spectra Energy Partners, LP)

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 THE COMPANY, THE ESOP, PURCHASER OR ANY OF ITS THEIR RESPECTIVE 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, NON-INFRINGEMENT, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SUBJECT INTERESTSSHARES, THE DELAWARE LOGISTICS ASSETSCOMPANY, THE BUSINESS ITS SUBSIDIARY OR THE TRANSFERRED COMPANIES THEIR RESPECTIVE ASSETS OR BUSINESSES OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND, IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY MAKES THE COMPANY AND THE ESOP MAKE NO REPRESENTATION OR WARRANTY TO THE PARTNERSHIP PURCHASER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS ASSETSCOMPANY, THE BUSINESS ITS SUBSIDIARY OR THE TRANSFERRED COMPANIESTHEIR RESPECTIVE ASSETS OR BUSINESSES.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Global Defense Technology & Systems, Inc.), Stock Purchase Agreement (Global Defense Technology & Systems, Inc.)

Waiver of Other Representations. (a) 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 SELLER, ENTERGY, XXXX OR ANY OF ITS THEIR RESPECTIVE 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 PURCHASED INTERESTS, THE DELAWARE LOGISTICS COMPANIES, THEIR ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY SELLER MAKES NO REPRESENTATION OR WARRANTY TO THE PARTNERSHIP BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (TGT Pipeline LLC), Purchase and Sale Agreement (Boardwalk Pipelines LLC)

Waiver of Other Representations. (a) 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 SELLER 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 PURCHASED INTERESTS, THE DELAWARE LOGISTICS COMPANY, THE COMPANY’S OR THE JOINT VENTURE’S ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY MAKES SELLER MAKE NO REPRESENTATION OR WARRANTY TO THE PARTNERSHIP BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIESCOMPANY.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Targa Resources Partners LP)

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREINCONTAINED IN THIS AGREEMENT, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO, AND THE PARTIES HEREBY AGREE, HERETO THAT NONE OF PBF ENERGY OR SELLERS, BUYER NOR ANY OF ITS THEIR RESPECTIVE 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 COMPANY INTERESTS, THE DELAWARE LOGISTICS COMPANY OR ANY OF THE COMPANY ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES OR ANY PART THEREOF, EXCEPT THOSE SPECIFIC REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENTARTICLES III AND IV. IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY NO PARTY MAKES NO ANY REPRESENTATION OR WARRANTY TO THE PARTNERSHIP ANY OTHER PARTY WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIESCOMPANY.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Northern Border Partners Lp)

Waiver of Other Representations. (a) 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 SE SOUTHEAST PIPELINE, MLP GP OR ANY OF ITS THEIR RESPECTIVE 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 CONTRIBUTED INTERESTS, THE DELAWARE LOGISTICS ASSETSBUSINESS, THE BUSINESS OR THE TRANSFERRED COMPANIES GULFSTREAM, ITS ASSETS OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY NEITHER SE SOUTHEAST PIPELINE NOR MLP GP MAKES NO ANY REPRESENTATION OR WARRANTY TO THE PARTNERSHIP SPECTRA MLP WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS ASSETS, THE BUSINESS GULFSTREAM OR THE TRANSFERRED COMPANIESBUSINESS.

Appears in 1 contract

Samples: Contribution Agreement (Spectra Energy Partners, LP)

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY HEREINCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETOPARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF PBF ENERGY SELLER 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 PURCHASED INTERESTS, THE DELAWARE LOGISTICS PROJECT COMPANIES OR ANY OF THE PURCHASED ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN THIS AGREEMENT, ARTICLES III AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY IV. SELLER MAKES NO REPRESENTATION OR WARRANTY TO THE PARTNERSHIP BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS ASSETS, THE BUSINESS PROJECT COMPANIES OR THE TRANSFERRED COMPANIESPURCHASED ASSETS.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Baltimore Gas & Electric Co)

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 DELAWARE LOGISTICS WEST RACK ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES DCT II OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY CONTRIBUTOR MAKES NO REPRESENTATION OR WARRANTY TO THE PARTNERSHIP WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS WEST RACK ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIESDCT II.

Appears in 1 contract

Samples: Contribution Agreement (PBF Energy Inc.)

Waiver of Other Representations. (a) 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 SELLERS, OR ANY OF ITS THEIR AFFILIATES OR REPRESENTATIVES 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 INTERESTSCOMPANY UNITS, THE DELAWARE LOGISTICS ASSETSCOMPANY, THE ASSETS AND PROPERTIES OF THE COMPANY, THE CONVEYED LANDS, THE BUSINESS OR THE TRANSFERRED COMPANIES OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, IN ANY CERTIFICATE DELIVERED AT CLOSING AND IN ANY OF THE OTHER TRANSACTION DOCUMENTS, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY MAKES SELLERS MAKE NO REPRESENTATION OR WARRANTY TO THE PARTNERSHIP BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS ASSETSCOMPANY, THE BUSINESS CONVEYED LANDS, THE ASSETS AND PROPERTIES OF THE COMPANY OR THE TRANSFERRED COMPANIESBUSINESS.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Paa Natural Gas Storage Lp)

Waiver of Other Representations. (a) 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 THE PARTIES HERETO OR ANY OF ITS THEIR 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 DELAWARE LOGISTICS ACQUIRED ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES BUSINESS, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY MAKES TELEDRIFT AND THE STOCKHOLDERS MAKE NO REPRESENTATION OR WARRANTY TO THE PARTNERSHIP PURCHASER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIESBUSINESS.

Appears in 1 contract

Samples: Asset Purchase Agreement (Flotek Industries Inc/Cn/)

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Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY HEREINCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF PBF ENERGY SELLER 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 COMPANY INTERESTS, THE DELAWARE LOGISTICS PROJECT COMPANIES OR ANY OF THE PURCHASED ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENTARTICLES III AND IV. IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY (I) SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY ENVIRONMENTAL MATTERS EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 4.15 AND 4.16 AND (II) SELLER MAKES NO REPRESENTATION OR WARRANTY TO THE PARTNERSHIP BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS ASSETS, THE BUSINESS PROJECT COMPANIES OR THE TRANSFERRED COMPANIESPURCHASED ASSETS.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Duke Energy CORP)

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO, AND THE PARTIES HEREBY AGREE, AGREE THAT NONE OF PBF ENERGY OR NO SELLER NOR 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 ACQUIRED INTERESTS, THE DELAWARE LOGISTICS ACQUIRED COMPANIES, THE ASSETS, PROPERTIES OR LIABILITIES OF THE ACQUIRED COMPANIES, THE BUSINESS OR THE TRANSFERRED COMPANIES OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED OF SELLERS EXPRESSLY MADE IN THIS AGREEMENTARTICLE III AND ARTICLE IV, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY EACH SELLER MAKES NO REPRESENTATION OR WARRANTY TO THE PARTNERSHIP BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS ACQUIRED COMPANIES, THE ACQUIRED INTERESTS, THE ASSETS, PROPERTIES OR LIABILITIES OF THE BUSINESS ACQUIRED COMPANIES OR THE TRANSFERRED COMPANIESBUSINESS.

Appears in 1 contract

Samples: Escrow Agreement (NextEra Energy Partners, LP)

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY HEREINCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETOPARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF PBF ENERGY OR NO PARTY NOR ANY OF ITS THEIR RESPECTIVE 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 INTERESTSBUSINESS, THE DELAWARE LOGISTICS CRESCENT ITSELF OR ANY OF CRESCENT’S ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENTARTICLES III, IV AND V OR IN ANY DOCUMENTS DELIVERED AT CLOSING. IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY (i) NO PARTY MAKES NO ANY REPRESENTATION OR WARRANTY TO THE PARTNERSHIP REGARDING ANY ENVIRONMENTAL MATTERS EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.12 AND (ii) NO PARTY MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS CRESCENT OR CRESCENT’S ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES.

Appears in 1 contract

Samples: Formation and Sale Agreement (Duke Energy CORP)

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 DELAWARE LOGISTICS ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES ASSETS OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY MAKES NO REPRESENTATION OR WARRANTY TO THE PARTNERSHIP WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES.

Appears in 1 contract

Samples: Contribution Agreement (PBF Logistics LP)

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY HEREINCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF PBF ENERGY OR NEITHER SELLER NOR 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 DELAWARE LOGISTICS ASSETSCOMPANIES, THE BUSINESS OR ANY OF THE TRANSFERRED COMPANIES RELATED ASSETS, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLES 3 AND 4 OR THE DOCUMENTS OR INSTRUMENTS CONTEMPLATED BY THIS AGREEMENT. IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY (I) SELLER MAKES NO REPRESENTATION OR WARRANTY TO THE PARTNERSHIP WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS OR POLITICAL CONDITIONS RELATING TO THE DELAWARE LOGISTICS ASSETSCOMPANIES, THE BUSINESS OR THE TRANSFERRED COMPANIESRELATED ASSETS.

Appears in 1 contract

Samples: Limited Liability Company Interest Purchase Agreement (BOISE CASCADE Co)

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 DELAWARE LOGISTICS ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES TORRANCE PIPELINE OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY MAKES NO REPRESENTATION OR WARRANTY TO THE PARTNERSHIP WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIESTORRANCE PIPELINE.

Appears in 1 contract

Samples: Contribution Agreement (PBF Holding Co LLC)

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY HEREINCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETOPARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF PBF ENERGY SELLER 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 INTERESTSCOMPANIES, THE DELAWARE LOGISTICS PURCHASED INTERESTS OR ANY OF THE COMPANIES’ ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENTARTICLES III AND IV. IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY SELLER AND ITS AFFILIATES MAKES NO REPRESENTATION OR WARRANTY TO THE PARTNERSHIP BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS COMPANIES, THE PURCHASED INTERESTS OR ANY OF THE COMPANIES’ ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIESANY PART THEREOF.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Duke Energy CORP)

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 DELAWARE LOGISTICS ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES TORRANCE PIPELINE OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, PBF ENERGY MAKES NO REPRESENTATION OR WARRANTY TO THE PARTNERSHIP WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE DELAWARE LOGISTICS ASSETS, THE BUSINESS OR THE TRANSFERRED COMPANIES.TORRANCE PIPELINE. Section 9.6

Appears in 1 contract

Samples: Iv Contribution Agreement

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