Disclaimer; Seller Parties’ Knowledge; Disclosure; Material Adverse Effect Sample Clauses

Disclaimer; Seller Parties’ Knowledge; Disclosure; Material Adverse Effect. (a) The Seller Parties do not make, and have not made, any representations or warranties relating to the Seller Parties, the Partnership, the Partnership Subsidiaries, the Partnership Properties, or the operations or businesses of the Partnership and the Partnership Subsidiaries or the businesses or operations conducted on, at or with respect to the Partnership Properties, or otherwise in connection with the transactions contemplated hereby, other than those expressly made by the Seller Parties in Article II of this Agreement or any representation and/or warranty expressly provided in any certificate or document delivered pursuant to Section 6.2. Other than as expressly set forth in Article II of this Agreement or as set forth in any certificate or document delivered pursuant to Section 6.2, the Seller Parties hereby specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future, of, as to, or concerning (i) the nature and condition of any Partnership Property, including, without limitation, the water, soil and geology or any other matter affecting the stability or integrity of such Partnership Property, and the suitability thereof and of any Partnership Property for any and all activities and uses that Buyer may elect to conduct thereon, and the existence of any hazardous materials thereon, (ii) the compliance of any Partnership Property with any law, rule, regulation or ordinance to which the Partnership Property or the owner thereof is or may be subject, (iii) the condition of title to the Partnership Property or the nature and extent of any right of way, lease, license, reservation or contract, (iv) the profitability or losses or expenses relating to any Partnership Property and the businesses conducted in connection therewith, (v) the value of any Partnership Property, (vi) the existence, quality, nature or adequacy of any utility servicing any Partnership Property, (vii) the physical condition of any Partnership Property, (viii) whether any Partnership Lease will be in force or effect as to any tenant on the Closing Date or that any tenant thereunder will have performed all of its obligations thereunder through the Closing Date, and (ix) the legal or tax consequences of this Agreement or the transactions contemplated hereby, and Buyer is consummating the Partnership Interest Purchase solely in reliance on Buyer’s own examinations and investigations and those of Buyer’s agents. Buyer hereby releases the Selle...
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Related to Disclaimer; Seller Parties’ Knowledge; Disclosure; Material Adverse Effect

  • Absence of Company Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • Closing Date Material Adverse Effect No Closing Date Material Adverse Effect shall have occurred since July 29, 2019.

  • No Seller Material Adverse Effect Since the date of this Agreement, there shall not have occurred any event, occurrence, development, state of facts, effect, condition or change that, individually or in the aggregate, has had, or is reasonably likely to have, a Seller Material Adverse Effect.

  • No Purchaser Material Adverse Effect No Material Adverse Effect shall have occurred with respect to the Purchaser since the date of this Agreement which is continuing and uncured.

  • Notice of Default, Litigation and Material Adverse Effect Promptly, and in any event within three Business Days after any officer of the Borrower or any of its Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default, (ii) any litigation or governmental investigation or proceeding pending against the Borrower or any of its Subsidiaries (x) which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (y) with respect to any Document, or (iii) any other event, change or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect.

  • No Company Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

  • Financial Statements; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

  • Absence of Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • Financial Statements; No Material Adverse Effect; No Internal Control Event (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

  • Financial Condition; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

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