Waiver of Representations and Warranties. (a) The express representations and warranties of Seller contained in this Article IV and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), and the special warranty of title contained in the Assignment and the Surface Deed, are exclusive and are in lieu of, and Seller expressly disclaims and negates and Buyer hereby waives, any other representation or warranty, express, statutory, implied, or otherwise, including with respect to: (i) the quality, accuracy, completeness or materiality of the data, information and materials furnished (whether electronically, orally, by video, in writing, in any data room or by any other medium) at any time to Buyer, its officers, agents, employees and affiliates in connection with Buyer’s investigation of the Conveyed Properties and Assumed Liabilities and the transactions contemplated hereby (including with respect to title, costs, expenses, revenues, accounts receivable and accounts payable associated with the Conveyed Properties, the financial viability or productivity of the Conveyed Properties, the environmental or physical condition of the Conveyed Properties); (ii) title; (iii) the quality, quantity or volume of the reserves, if any, of the Hydrocarbons in or under the Conveyed Properties, both surface and subsurface; (iv) compliance with Applicable Contracts and applicable Laws (including Environmental Laws); (v) the environmental condition of the Conveyed Properties; (vi) absence of defects (latent or patent), safety and state of repair; (vii) any rights of Buyer and/or its affiliates under applicable Laws to claim diminution of consideration or return of the Purchase Price; (viii) any warranty of freedom from patent, copyright or trademark infringement; and (ix) production rates, recompletion opportunities, decline rates and gas balancing information. Except for the express representations and warranties of Seller contained in this Agreement and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), and the special warranty of title set forth in the Assignment and the Surface Deed, Seller does not make or provide, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, fitness for a particular purpose, or of conformity to models or samples of materials. Except for the express representations and warranties of Seller contained in this Agreement and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), and the special warranty o...
Waiver of Representations and Warranties. THE EXPRESS REPRESENTATIONS OF SELLER CONTAINED IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF, AND SELLER EXPRESSLY DISCLAIMS AND NEGATES AND BUYER HEREBY WAIVES, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES, IF ANY, OF OIL, GAS OR OTHER HYDROCARBONS IN OR UNDER THE LEASEHOLD INTERESTS AND LANDS; AND WITH RESPECT TO THE ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, OF THE PROPERTIES. SELLER DOES NOT MAKE OR PROVIDE, AND BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO SAMPLES. EXCEPT AS PROVIDED HEREIN, SELLER DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. THE ITEMS OF PERSONAL PROPERTY, EQUIPMENT, IMPROVEMENTS, FIXTURES AND APPURTENANCES CONVEYED AS PART OF THE PROPERTIES ARE SOLD, AND BUYER ACCEPTS SUCH ITEMS "AS IS, WITH ALL FAULTS". THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT. BUYER ACKNOWLEDGES THAT THIS WAIVER IS CONSPICUOUS.
Waiver of Representations and Warranties. Each of the representations and warranties contained in this Section are intended for the benefit of Buyer, may not be assigned independently of this Contract, and may be waived by Buyer, in whole or in part, by an instrument in writing signed by Buyer or as otherwise expressly provided in this Contract.
Waiver of Representations and Warranties. THE _________ WELL DATA AND THE _________ WELL DATA ARE PROVIDED "AS IS" AND EACH PARTY RECEIVING SUCH DATA ACKNOWLEDGES THAT IT IS ACCEPTING THE DATA "AS IS." SUBJECT TO ARTICLES 2.2 AND 3.2 CONTAINED HEREIN, THE RESPECTIVE OWNERS OF SUCH DATA MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR DESCRIPTION IN RESPECT THERETO AND SUCH DATA IS DELIVERED HEREUNDER WITH THE EXPLICIT UNDERSTANDING AND AGREEMENT THAT ANY ACTION A PARTY MAY TAKE BASED ON SUCH DATA RECEIVED SHALL BE AT THE PARTY’S OWN RISK AND RESPONSIBILITY AND SUCH PARTY SHALL HAVE NO CLAIM AGAINST THE OWNER OF SUCH DATA AS A CONSEQUENCE THEREOF.
Waiver of Representations and Warranties. 5.1 AS IS" SALE. Seller makes no representations or warranties of any kind whatsoever to Buyer, except for such representations and warranties expressly set forth in this Agreement or in the Deed (the "Express Representations"). All of the covenants, terms and provisions hereinafter set forth in Sections 5.1 through 5.4, inclusive, shall expressly survive the Closing hereof or any earlier termination of this Agreement and shall not be merged into the Deed or other documents delivered at Closing. Without limitation of the generality of the foregoing, Buyer acknowledges and agrees as follows:
(a) The Property is to be conveyed by Seller to Buyer in an "AS IS, WHERE IS" and "SUBJECT TO ALL FAULTS" condition, with any and all faults;
(b) Other than the Express Representations, Seller has not made, does not hereby make, and shall not make and expressly disclaims, any and all representations, warranties, promises, covenants, agreements or guarantees of any kind or nature whatsoever, whether express or implied, oral or written, past or present, of, as to, concerning or with respect to any aspect, condition, fact or issue relating to the Property in any respect whatsoever.
(c) Without limiting the foregoing, other than the Express Representations Seller has not made, does not make, and shall not make any representation or warranty regarding the presence or absence of any hazardous substances (as defined herein) on, under or about the Property or the compliance or noncompliance of the Property with the following federal laws or their state equivalents: the Comprehensive Environmental Response, Compensation and Liability Act, the Superfund Amendment and Reauthorization Act, the Resource Conservation Recovery Act, The Toxic Substance Control Act, the Federal Water Pollution Control Act, the Federal Environmental Pesticides Act, the Clean Water Act and the Clean Air Act; any so-called federal, state or local "Superfund" or "Superlien" statute; or any other statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability (including strict liability) or standards of conduct concerning any hazardous substances (collectively, the "Hazardous Substance Laws"). For purposes of this Agreement, the term "hazardous substances" shall mean and include any substance, whether solid, liquid or gaseous: (i) which is listed, defined or regulated as a "hazardous substance," "hazardous waste" or "solid waste," or otherwise classified as haza...
Waiver of Representations and Warranties. Subsidiary Company hereby waives any and all additional representations and warranties outside of Article III below, as they might relate to Parent Corporation.
Waiver of Representations and Warranties. The express representations and warranties of Seller contained in this Agreement or in any agreement to be delivered by Seller pursuant hereto are exclusive and are in lieu of, and Seller expressly disclaims and negates and Buyer hereby waives, any other representation or warranty, express, statutory, implied, or
Waiver of Representations and Warranties. Except for (i) the special warranty of title contained in Section 3.2(m), (ii) the Parties’ rights and obligations under ARTICLE V or ARTICLE X, (iii) actual, intentional fraud, or (iv) the express representations and warranties of each Party contained in this Agreement, the Investment Agreement and any other Buyer Deliverable or Seller Deliverable, no Party makes any other, and expressly disclaims and negates, and each Party hereby waives, any representation or warranty, express, statutory, implied, or otherwise, including with respect to: (a) the quality, accuracy, completeness or materiality of the data, information and materials furnished (whether electronically, orally, by video, in writing, in any data room or by any other medium) at any time to it, its Affiliates and its and their respective Representatives in connection with such Party’s investigation of the Company Group, the Company Capital Stock or the Properties, in the case of Buyer, or Buyer or the Buyer Common Stock, in the case of Sellers, or the Transactions (including with respect to title, costs, expenses, revenues, accounts receivable and accounts payable associated with the Properties or the properties of Buyer, the financial viability or productivity of the Properties or the properties of Buyer, the environmental or physical condition of the Properties or the properties of Buyer and federal, state, local or tribal income or other Tax consequences associated with the Properties or the properties of Buyer); (b) title; (c) the quality, quantity or volume of the reserves, if any, of the Hydrocarbons in or under the Properties or the properties of Buyer, both surface and subsurface; (d) compliance with contracts, including Applicable Contracts, and applicable Laws (including Environmental Laws); (e) the environmental condition of the Properties or the properties of Buyer; (f) absence of defects (latent or patent), safety and state of repair; (g) any warranty of freedom from patent, copyright or trademark infringement; (h) production rates, recompletion opportunities, decline rates and gas balancing information; and (i) merchantability, fitness for a particular purpose, or of conformity to models or samples of materials. Except for (x) the Parties’ rights and obligations under ARTICLE V or ARTICLE X, (y) actual, intentional fraud, or (z) the express representations and warranties of Sellers contained in this Agreement, the Investment Agreement and any other Buyer Deliverable or Seller Deliv...
Waiver of Representations and Warranties. The Administrative Agent and the Lenders hereby waive any breach by the Borrower of any representation or warranty made or deemed to be made by it pursuant to subsection 5.2 of the Credit Agreement, solely insofar as such breach arises out of the matters described in clauses (i) and (ii) of Section 3(a) of this Amendment or the New Scheduled Litigation.
Waiver of Representations and Warranties. 11 5.1 "As Is" Sale...........................................................................................11 5.2 Reliance on Own Investigations.........................................................................
