Waiver of Representations. 13.6.1. EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED BY SELLER PURSUANT TO SECTION 9.2.1, SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES, ANY CLAIM OF LIABILITY OR RESPONSIBILITY FOR, (I) ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY AND (II) ANY STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO BUYER, INCLUDING, BUT NOT LIMITED TO, ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OR SELLER, ANY ENGINEER OR ENGINEERING FIRM OR ANY OTHER AGENT, CONSULTANT OR REPRESENTATIVE. BUYER SHALL INDEMNIFY AND HOLD HARMLESS THE SELLER AS WELL AS WATEROUS & CO., NETHERLAND, XXXXXX & ASSOCIATES, INC., XXXXXXX & ASSOCIATES, LLC, OR THEIR OFFICERS DIRECTORS, EMPLOYEES OR MEMBERS. 13.6.2. SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES, ANY LIABILITY OR RESPONSIBILITY FOR, (I) ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES, IF ANY, OF GAS OR OTHER HYDROCARBONS IN OR UNDER THE PROPERTIES; AND (II) ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF ANY OF THE GAS PROPERTIES OR ANY PART THERETO. 13.6.3. EXCEPT FOR THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1 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." 13.6.4. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT AND THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1. 13.6.5. BUYER ACKNOWLEDGES THAT THE WAIVERS IN THIS SECTION 13.6 ARE CONSPICUOUS.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Us Energy Corp), Purchase and Sale Agreement (Crested Corp), Purchase and Sale Agreement (Us Energy Corp)
Waiver of Representations. 13.6.1. (a) THE EXPRESS REPRESENTATIONS OF SELLER CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 7.4 ARE EXCLUSIVE AND ARE IN LIEU OF, ANY OTHER REPRESENTATION OR WARRANTY.
(b) EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED BY SELLER PURSUANT TO SECTION 9.2.17.4, SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES, ANY CLAIM OF LIABILITY OR RESPONSIBILITY FOR, (I) ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY AND (II) ANY STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO BUYER, INCLUDING, BUT NOT LIMITED TO, ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OR OF SELLER, ANY ENGINEER OR ENGINEERING FIRM OR ANY OTHER AGENT, CONSULTANT OR REPRESENTATIVE. BUYER SHALL INDEMNIFY AND HOLD HARMLESS THE SELLER AS WELL AS WATEROUS & CO., NETHERLAND, XXXXXX & ASSOCIATES, INC., XXXXXXX & ASSOCIATES, LLC, OR THEIR OFFICERS DIRECTORS, EMPLOYEES OR MEMBERSREPRESENTATIVE RETAINED BY SELLER.
13.6.2. SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES, ANY LIABILITY OR RESPONSIBILITY FOR, (Ic) ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES, IF ANY, OF GAS OR OTHER HYDROCARBONS IN OR UNDER THE PROPERTIES; AND (II) ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF ANY OF THE GAS PROPERTIES OR ANY PART THERETO.
13.6.3. EXCEPT FOR THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1 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."
13.6.4. THERE ARE NO WARRANTIES BY SELLER THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT AND THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.17.4.
13.6.5. (d) BUYER ACKNOWLEDGES THAT THE WAIVERS IN THIS SECTION 13.6 11.5 ARE CONSPICUOUS.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Nuevo Energy Co), Stock Purchase Agreement (Nuevo Energy Co)
Waiver of Representations. 13.6.1. (a) THE EXPRESS REPRESENTATIONS OF SELLERS CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1 ARE EXCLUSIVE AND ARE IN LIEU OF ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, OR OTHER CONDITION OF THE PROPERTIES; OR THE OWNERSHIP OR OPERATION OF THE PROPERTIES OR ANY PART THEREOF.
(b) EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SELLERS CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED BY SELLER SELLERS PURSUANT TO SECTION 9.2.1, EACH SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY EXPRESSLY WAIVES, ANY CLAIM OF LIABILITY OR RESPONSIBILITY FOR, (Ii) ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY AND (IIii) ANY STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO BUYER, INCLUDING, BUT NOT LIMITED TO, ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OR ANY SELLER, ANY ENGINEER OR ENGINEERING FIRM OR ANY OTHER AGENT, CONSULTANT OR REPRESENTATIVE. BUYER SHALL INDEMNIFY AND HOLD HARMLESS THE SELLER AS WELL AS WATEROUS & CO., NETHERLAND, XXXXXX & ASSOCIATES, INC., XXXXXXX & ASSOCIATES, LLC, OR THEIR OFFICERS DIRECTORS, EMPLOYEES OR MEMBERS.
13.6.2. (c) EACH SELLER EXPRESSLY DISCLAIMS AND NEGATES, NEGATES AND BUYER HEREBY WAIVES, EXPRESSLY WAIVES ANY LIABILITY OR OR. RESPONSIBILITY FOR, FOR (Ii) 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 OIL AND GAS PROPERTIES; AND (IIii) ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF ANY OF THE GAS PROPERTIES OR ANY PART THERETO.
13.6.3. (d) EXCEPT FOR THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1 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."”
13.6.4. (e) THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT AND THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1.
13.6.5. (f) BUYER ACKNOWLEDGES THAT THE WAIVERS IN THIS SECTION 13.6 15.7 ARE CONSPICUOUS.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Resaca Exploitation, Inc.), Purchase and Sale Agreement (Resaca Exploitation, Inc.)
Waiver of Representations. 13.6.1. THE EXPRESS REPRESENTATIONS OF SELLER CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1 ARE EXCLUSIVE AND ARE IN LIEU OF, ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, OR OTHER CONDITION OF THE PROPERTIES; OR THE OWNERSHIP OR OPERATION OF THE PROPERTIES OR ANY PART THEREOF.
13.6.2. EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED BY SELLER PURSUANT TO SECTION 9.2.1, SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES, ANY CLAIM OF LIABILITY OR RESPONSIBILITY FOR, (I) ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY AND (II) ANY STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO BUYER, INCLUDING, BUT NOT LIMITED TO, ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OR OF SELLER, ANY ENGINEER OR ENGINEERING FIRM OR ANY OTHER AGENT, CONSULTANT OR REPRESENTATIVE. BUYER SHALL INDEMNIFY AND HOLD HARMLESS THE SELLER AS WELL AS WATEROUS & CO., NETHERLAND, XXXXXX & ASSOCIATES, INC., XXXXXXX & ASSOCIATES, LLC, OR THEIR OFFICERS DIRECTORS, EMPLOYEES OR MEMBERS.
13.6.213.6.3. SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES, ANY LIABILITY OR RESPONSIBILITY FOR, (I) 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 OIL AND GAS PROPERTIES; AND (II) ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF ANY OF THE GAS PROPERTIES OR ANY PART THERETO.
13.6.313.6.4. EXCEPT FOR THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1 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."
13.6.413.6.5. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT AND THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1.
13.6.513.6.6. BUYER ACKNOWLEDGES THAT THE WAIVERS IN THIS SECTION 13.6 ARE CONSPICUOUS.
Appears in 1 contract
Waiver of Representations. 13.6.1. (a) THE EXPRESS REPRESENTATIONS OF SELLER CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1 ARE EXCLUSIVE AND ARE IN LIEU OF ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, OR OTHER CONDITION OF THE PROPERTIES; OR THE OWNERSHIP OR OPERATION OF THE PROPERTIES OR ANY PART THEREOF.
(b) EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED BY SELLER PURSUANT TO SECTION 9.2.1, SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY EXPRESSLY WAIVES, ANY CLAIM OF LIABILITY OR RESPONSIBILITY FOR, (Ii) ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY AND (IIii) ANY STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO BUYER, INCLUDING, BUT NOT LIMITED TO, ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OR SELLER, ANY ENGINEER OR ENGINEERING FIRM OR ANY OTHER AGENT, CONSULTANT OR REPRESENTATIVE. BUYER SHALL INDEMNIFY AND HOLD HARMLESS THE SELLER AS WELL AS WATEROUS & CO., NETHERLAND, XXXXXX & ASSOCIATES, INC., XXXXXXX & ASSOCIATES, LLC, OR THEIR OFFICERS DIRECTORS, EMPLOYEES OR MEMBERS.
13.6.2. (c) SELLER EXPRESSLY DISCLAIMS AND NEGATES, NEGATES AND BUYER HEREBY WAIVES, EXPRESSLY WAIVES ANY LIABILITY OR RESPONSIBILITY FOR, FOR (Ii) 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 OIL AND GAS PROPERTIES; AND (IIii) ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF ANY OF THE GAS PROPERTIES OR ANY PART THERETO.
13.6.3. (d) EXCEPT FOR THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1 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."”
13.6.4. (e) THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT AND THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1.
13.6.5. (f) BUYER ACKNOWLEDGES THAT THE WAIVERS IN THIS SECTION 13.6 15.6 ARE CONSPICUOUS.
Appears in 1 contract
Waiver of Representations. 13.6.114.5.1. EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN THE CERTIFICATE TO BE DELIVERED BY SELLER PURSUANT TO SECTION 9.2.1, SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVESLIEU OF, ANY CLAIM OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, OR OTHER CONDITION OF LIABILITY THE PROPERTIES; OR RESPONSIBILITY FOR, (I) ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED THE OWNERSHIP OR STATUTORY AND (II) ANY STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO BUYER, INCLUDING, BUT NOT LIMITED TO, ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OR SELLER, ANY ENGINEER OR ENGINEERING FIRM OPERATION OF THE PROPERTIES OR ANY OTHER AGENT, CONSULTANT OR REPRESENTATIVE. BUYER SHALL INDEMNIFY AND HOLD HARMLESS THE SELLER AS WELL AS WATEROUS & CO., NETHERLAND, XXXXXX & ASSOCIATES, INC., XXXXXXX & ASSOCIATES, LLC, OR THEIR OFFICERS DIRECTORS, EMPLOYEES OR MEMBERSPART THEREOF.
13.6.214.5.2. SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES, ANY LIABILITY OR RESPONSIBILITY FOR, (I) 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 OIL AND GAS PROPERTIES; AND (II) ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF ANY OF THE GAS PROPERTIES OR ANY PART THERETO.
13.6.3. EXCEPT FOR ; AND (III) ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1 AGREEMENT.
14.5.3. 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."
13.6.414.5.4. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT AND THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1AGREEMENT.
13.6.514.5.5. BUYER ACKNOWLEDGES THAT THE WAIVERS IN THIS SECTION 13.6 ARE CONSPICUOUS.14.5
Appears in 1 contract
Samples: Purchase and Sale Agreement (Bellwether Exploration Co)
Waiver of Representations. 13.6.1. EXCEPT TO THE EXTENT OF (a) THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1 ARE EXCLUSIVE AND ARE IN LIEU OF ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, OR OTHER CONDITION OF THE PROPERTIES; OR THE OWNERSHIP OR OPERATION OF THE PROPERTIES OR ANY PART THEREOF.
(b) EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLERS CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED BY SELLER SELLERS PURSUANT TO SECTION 9.2.1, SELLER SELLERS EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, AND BUYER HEREBY EXPRESSLY WAIVES, ANY CLAIM OF LIABILITY OR RESPONSIBILITY FOR, (Ii) ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY AND (IIii) ANY STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO BUYER, INCLUDING, BUT NOT LIMITED TO, ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OR SELLEROF SELLERS, ANY ENGINEER OR ENGINEERING FIRM OR ANY OTHER AGENT, CONSULTANT OR REPRESENTATIVE. BUYER SHALL INDEMNIFY AND HOLD HARMLESS THE SELLER AS WELL AS WATEROUS & CO., NETHERLAND, XXXXXX & ASSOCIATES, INC., XXXXXXX & ASSOCIATES, LLC, OR THEIR OFFICERS DIRECTORS, EMPLOYEES OR MEMBERS.
13.6.2. SELLER (c) SELLERS EXPRESSLY DISCLAIMS DISCLAIM AND NEGATES, NEGATE AND BUYER HEREBY WAIVES, EXPRESSLY WAIVES ANY LIABILITY OR RESPONSIBILITY FOR, FOR (Ii) 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 OIL AND GAS PROPERTIES; AND (IIii) ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF ANY OF THE GAS PROPERTIES OR ANY PART THERETO.
13.6.3. (d) EXCEPT FOR THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1 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."”
13.6.4. (e) THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT AND THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1.
13.6.5. (f) BUYER ACKNOWLEDGES THAT THE WAIVERS IN THIS SECTION 13.6 15.6 ARE CONSPICUOUS.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Toreador Resources Corp)
Waiver of Representations. 13.6.1(a) THE EXPRESS REPRESENTATIONS OF SELLER CONTAINED IN THIS AGREEMENT, THE ADMINISTRATION AGREEMENT AND THE ANCILLARY DOCUMENTS TO WHICH SELLER IS A PARTY ARE EXCLUSIVE AND ARE IN LIEU OF, ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACQUIRED ASSETS OR THE ASSUMED LIABILITIES OR THE STATUS OF EITHER OF THEM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO REPRESENTATION, WARRANTY OR UNDERTAKING WHATSOEVER WITH RESPECT TO (i) THE INFORMATION MEMORANDUM ISSUED BY SELLER'S FINANCIAL ADVISOR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT; AND (ii) INFORMATION DISCLOSED TO BUYER IN CONNECTION WITH THE EFFORTS OF SELLER AND ITS ADVISORS TO SELL THE RETAIL BUSINESS, INCLUDING THE CONTENTS OF THE ELECTRONIC DATA ROOM MAINTAINED AS PART OF THE SALE PROCESS, OR AS DISTRIBUTED TO BUYER AS PART OF BUYER’S DUE DILIGENCE.
(b) EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT, THE ADMINISTRATION AGREEMENT AND IN THE CERTIFICATE ANCILLARY DOCUMENTS TO BE DELIVERED BY WHICH SELLER PURSUANT TO SECTION 9.2.1IS A PARTY, SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES, ANY CLAIM OF LIABILITY OR RESPONSIBILITY OF SELLER AND ITS AFFILIATES FOR, (Ii) ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY (INCLUDING ANY WARRANTIES UNDER THE UNIFORM COMMERCIAL CODE), AND (IIii) ANY STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO BUYER, INCLUDING, BUT NOT LIMITED TO, INCLUDING ANY OPINION, INFORMATION INFORMATION, ADVICE, FINANCIAL PROJECTIONS OR ADVICE FORECASTS RELATING TO THE RETAIL BUSINESS OR THE CONTRACTS, INCLUDING PROJECTIONS REGARDING THE RETAIL LOAD SERVED BY SELLER OR SENY UNDER THE RETAIL SERVICE CONTRACTS AND SENY CONTRACTS, IN EACH CASE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OR OF SELLER, ANY ENGINEER OR ENGINEERING FIRM SENY, OR ANY OTHER AGENT, CONSULTANT OR REPRESENTATIVE, AND (iii) ANY OTHER INFORMATION WHETHER PUBLICLY AVAILABLE OR DEVELOPED PRIVATELY AND OBTAINED BY BUYER, IN EACH CASE, IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT, THE ADMINISTRATION AGREEMENT OR THE ANCILLARY DOCUMENTS. EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES OF BUYER CONTAINED IN THIS AGREEMENT, THE ADMINISTRATION AGREEMENT AND THE ANCILLARY DOCUMENTS TO WHICH BUYER IS A PARTY, BUYER EXPRESSLY DISCLAIMS AND NEGATES, AND SELLER HEREBY WAIVES, ANY LIABILITY OR RESPONSIBILITY OF BUYER AND ITS AFFILIATES FOR, (A) ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AND (B) ANY STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO SELLER, INCLUDING ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO SELLER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF BUYER, OR ANY OTHER AGENT, CONSULTANT OR REPRESENTATIVE, IN EACH CASE, IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT OR THE ADMINISTRATION AGREEMENT.
(c) WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED BY OR ON BEHALF OF SELLER OR SENY TO BUYER, OR OTHER PUBLIC OR PRIVATE INFORMATION OBTAINED BY BUYER, BUYER ACKNOWLEDGES AND AGREES BY ITS EXECUTION OF THIS AGREEMENT THAT (A) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, AND BUYER IS FAMILIAR WITH SUCH UNCERTAINTIES; (B) BUYER IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF ALL SUCH PROJECTIONS AND FORECASTS SO FURNISHED TO IT OR OTHER PUBLIC OR PRIVATE INFORMATION OBTAINED BY BUYER; AND (C) BUYER SHALL INDEMNIFY AND HOLD HARMLESS THE SELLER AS WELL AS WATEROUS & CO.HAVE NO CLAIM AGAINST ANY OF SELLER, NETHERLANDSENY AND/OR ANY OF THEIR RESPECTIVE OFFICERS, XXXXXX & ASSOCIATES, INC., XXXXXXX & ASSOCIATES, LLC, OR THEIR OFFICERS DIRECTORS, EMPLOYEES EMPLOYEES, TRUSTEES, STOCKHOLDERS, AFFILIATES OR MEMBERSREPRESENTATIVES WITH RESPECT TO SUCH PROJECTIONS OR FORECASTS OR SUCH OTHER PUBLIC OR PRIVATE INFORMATION.
13.6.2. (d) EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT, THE ADMINISTRATION AGREEMENT AND THE ANCILLARY DOCUMENTS TO WHICH SELLER IS A PARTY, SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES, ANY LIABILITY OR RESPONSIBILITY FOR, (I) ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES, IF ANY, OF GAS OR OTHER HYDROCARBONS IN OR UNDER THE PROPERTIES; AND (II) ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF ANY OF THE GAS PROPERTIES ACQUIRED ASSET OR ANY PART THERETOTHEREOF.
13.6.3. (e) EXCEPT FOR THE EXPRESS REPRESENTATIONS CONTAINED AS OTHERWISE PROVIDED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1 THE ITEMS OF PERSONAL PROPERTYAGREEMENT, EQUIPMENT, IMPROVEMENTS, FIXTURES AND APPURTENANCES CONVEYED AS PART OF THE PROPERTIES ARE SOLD, AND BUYER ACCEPTS SUCH ITEMS "AS IS, WITH ALL FAULTS."
13.6.4. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT AND THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1.
13.6.5. BUYER ACKNOWLEDGES THAT THE WAIVERS CONTRACTS DO NOT INCLUDE SUFFICIENT SOURCING AGREEMENTS TO PROVIDE FOR THE PROVISION OF GAS OR POWER UNDER ALL OF THE RETAIL SERVICE CONTRACTS AND SENY CONTRACTS FOR THE PROVISION OF RETAIL GAS AND POWER, AND THAT SUCH SHORTAGE IS REFLECTED IN THIS SECTION 13.6 ARE CONSPICUOUSTHE PURCHASE PRICE. BUYER FURTHER ACKNOWLEDGES THAT IT HAS ASSUMED ANY RISKS ASSOCIATED WITH CHANGES IN THE MARKET FOR GAS AND POWER THAT MAY OCCUR BETWEEN THE AGREEMENT DATE AND THE CLOSING DATE.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Connecticut Light & Power Co)
