Common use of Express Disclaimer Clause in Contracts

Express Disclaimer. RECIPIENT ACKNOWLEDGES AND AGREES THAT THE INFORMATION IS BEING PROVIDED SOLELY FOR THE PURPOSE OF ASSISTING RECIPIENT IN CONDUCTING ITS OWN INDEPENDENT EVALUATION OF THE PROPERTIES IN CONNECTION WITH A POTENTIAL TRANSACTION. AS A PRECONDITION TO COMPANY AUTHORIZING RECIPIENT AND ITS REPRESENTATIVES TO REVIEW THE INFORMATION, RECIPIENT ACKNOWLEDGES AND AGREES ON BEHALF OF ITSELF AND ITS REPRESENTATIVES, THAT: a. COMPANY AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM ANY AND ALL LIABILITY AND RESPONSIBILITY FOR AND ASSOCIATED WITH THE QUALITY, ACCURACY, COMPLETENESS, OR MATERIALITY OF THE INFORMATION, INCLUDING WITHOUT LIMITATION: (i) THE EXISTENCE OF ANY AND ALL PROSPECTS REFERENCED IN THE INFORMATION, (ii) THE GEOGRAPHIC, GEOLOGIC OR GEOPHYSICAL CHARACTERISTICS ASSOCIATED WITH ANY OF THE PROPERTIES, (iii) THE EXISTENCE, QUALITY, QUANTITY, OR RECOVERABILITY OF RESERVES ASSOCIATED WITH THE PROPERTIES, (iv) ANY COSTS, EXPENSES, ACCOUNTS PAYABLE, REVENUES, RECEIPTS OR ACCOUNTS RECEIVABLE ASSOCIATED WITH THE PROPERTIES, (v) THE CONTRACTUAL, ECONOMIC, FINANCIAL, OR TAX INFORMATION AND DATA ASSOCIATED WITH THE PROPERTIES, (vi) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF THE PROPERTIES, (vii) TITLE TO THE PROPERTIES, AND (viii) THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PROPERTIES; b. RECIPIENT ACKNOWLEDGES THAT IT IS A SOPHISTICATED ENTITY, EXPERIENCED WITH THE OIL AND GAS INDUSTRY AND SAID INDUSTRY’S CUSTOMS AND PRACTICES AND SHALL CONDUCT ITS OWN INDEPENDENT EVALUATION AND ANALYSIS OF THE INFORMATION AND SATISFY ITSELF FULLY AS TO THE QUALITY, ACCURACY, COMPLETENESS AND MATERIALITY OF THE SAME; c. RECIPIENT IS FULLY AWARE OF THE INHERENT RISK OF ERROR IN THE ACQUISITION, PROCESSING, AND INTERPRETATION OF GEOLOGIC AND GEOPHYSICAL DATA; AND d. RECIPIENT SHALL RELY SOLELY ON ITS OWN INDEPENDENT EVALUATION AND ANALYSIS WHEN DECIDING WHETHER OR NOT TO SUBMIT A BID OR OFFER, ENTER INTO A DEFINITIVE AGREEMENT OR CONSUMMATE ANY TRANSACTION COVERING ONE OR MORE OF THE PROPERTIES. RECIPIENT FURTHER ACKNOWLEDGES AND AGREES THAT ONLY THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN SUCH A DEFINITIVE WRITTEN AGREEMENT FOR A TRANSACTION (WHEN AND IF THE SAME IS EXECUTED BY BOTH PARTIES) SHALL BE BINDING ON THE PARTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, COMPANY REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT AND AUTHORITY TO DISCLOSE OR MAKE AVAILABLE THE INFORMATION TO RECIPIENT AND ITS REPRESENTATIVE AS PROVIDED IN THIS AGREEMENT WITHOUT VIOLATING THE RIGHTS OF ANY THIRD PARTY.

Express Disclaimer. RECIPIENT ACKNOWLEDGES AND AGREES THAT THE INFORMATION IS BEING EXCEPT AS EXPRESSLY PROVIDED SOLELY FOR THE PURPOSE OF ASSISTING RECIPIENT IN CONDUCTING ITS OWN INDEPENDENT EVALUATION OF THE PROPERTIES IN CONNECTION WITH A POTENTIAL TRANSACTION. AS A PRECONDITION TO COMPANY AUTHORIZING RECIPIENT AND ITS REPRESENTATIVES TO REVIEW THE INFORMATION, RECIPIENT ACKNOWLEDGES AND AGREES ON BEHALF OF ITSELF AND ITS REPRESENTATIVES, THAT: a. COMPANY AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM ANY AND ALL LIABILITY AND RESPONSIBILITY FOR AND ASSOCIATED WITH THE QUALITY, ACCURACY, COMPLETENESS, OR MATERIALITY OF THE INFORMATION, INCLUDING WITHOUT LIMITATION: (i) THE EXISTENCE OF ANY AND ALL PROSPECTS REFERENCED IN THE INFORMATION, (ii) THE GEOGRAPHIC, GEOLOGIC OR GEOPHYSICAL CHARACTERISTICS ASSOCIATED WITH ANY OF THE PROPERTIES, (iii) THE EXISTENCE, QUALITY, QUANTITY, OR RECOVERABILITY OF RESERVES ASSOCIATED WITH THE PROPERTIES, (iv) ANY COSTS, EXPENSES, ACCOUNTS PAYABLE, REVENUES, RECEIPTS OR ACCOUNTS RECEIVABLE ASSOCIATED WITH THE PROPERTIES, (v) THE CONTRACTUAL, ECONOMIC, FINANCIAL, OR TAX INFORMATION AND DATA ASSOCIATED WITH THE PROPERTIES, (vi) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF THE PROPERTIES, (vii) TITLE TO THE PROPERTIES, AND (viii) THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PROPERTIES; b. RECIPIENT ACKNOWLEDGES THAT IT IS A SOPHISTICATED ENTITY, EXPERIENCED WITH THE OIL AND GAS INDUSTRY AND SAID INDUSTRY’S CUSTOMS AND PRACTICES AND SHALL CONDUCT ITS OWN INDEPENDENT EVALUATION AND ANALYSIS OF THE INFORMATION AND SATISFY ITSELF FULLY AS TO THE QUALITY, ACCURACY, COMPLETENESS AND MATERIALITY OF THE SAME; c. RECIPIENT IS FULLY AWARE OF THE INHERENT RISK OF ERROR IN THE ACQUISITION, PROCESSING, AND INTERPRETATION OF GEOLOGIC AND GEOPHYSICAL DATA; AND d. RECIPIENT SHALL RELY SOLELY ON ITS OWN INDEPENDENT EVALUATION AND ANALYSIS WHEN DECIDING WHETHER OR NOT TO SUBMIT A BID OR OFFER, ENTER INTO A DEFINITIVE AGREEMENT OR CONSUMMATE ANY TRANSACTION COVERING ONE OR MORE OF THE PROPERTIES. RECIPIENT FURTHER ACKNOWLEDGES AND AGREES THAT ONLY THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN SUCH A DEFINITIVE WRITTEN AGREEMENT FOR A TRANSACTION (WHEN AND IF THE SAME IS EXECUTED BY BOTH PARTIES) SHALL BE BINDING ON THE PARTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, COMPANY REPRESENTS LICENSOR IS PROVIDING THE LICENSED TECHNOLOGY “AS IS” AND WARRANTS THAT IT HAS THE RIGHT AND AUTHORITY TO DISCLOSE OR MAKE AVAILABLE THE INFORMATION TO RECIPIENT AND ITS REPRESENTATIVE WITH ALL FAULTS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AGREEMENT, LICENSOR MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT VIOLATING THE LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR VALIDITY OR ENFORCEABILITY OF ANY INTELLECTUAL PROPERTY RIGHTS OR NON-INFRINGEMENT OF ANY THIRD PARTYPARTY INTELLECTUAL PROPERTY RIGHTS AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO USE, SALE, OR OTHER DISPOSITION BY LICENSEE OR ITS VENDEES OR OTHER TRANSFEREES OF PRODUCTS INCORPORATING OR MADE BY USE OF TECHNOLOGY OR INTELLECTUAL PROPERTY LICENSED UNDER THIS AGREEMENT. IN NO EVENT WILL LICENSOR, OR ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYERS AND AFFILIATES, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND, WHETHER GROUNDED IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, CONTRACT OR OTHERWISE. LICENSOR WILL HAVE NO RESPONSIBILITIES OR LIABILITIES WHATSOEVER WITH RESPECT TO PRODUCTS.

Express Disclaimer. RECIPIENT ACKNOWLEDGES ▇▇▇▇▇▇ EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND AGREES THAT WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, CONCERNING THE INFORMATION IS BEING PROVIDED SOLELY FOR THE PURPOSE OF ASSISTING RECIPIENT IN CONDUCTING ITS OWN INDEPENDENT EVALUATION VALIDITY, ENFORCEABILITY AND SCOPE OF THE PROPERTIES IN CONNECTION WITH A POTENTIAL TRANSACTION. AS A PRECONDITION TO COMPANY AUTHORIZING RECIPIENT AND ITS REPRESENTATIVES TO REVIEW ▇▇▇▇▇▇ LICENSED PATENTS, THE INFORMATION, RECIPIENT ACKNOWLEDGES AND AGREES ON BEHALF OF ITSELF AND ITS REPRESENTATIVES, THAT: a. COMPANY AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM ANY AND ALL LIABILITY AND RESPONSIBILITY FOR AND ASSOCIATED WITH THE QUALITY, ACCURACY, COMPLETENESS, SAFETY, USEFULNESS FOR ANY PURPOSE OR, LIKELIHOOD OF SUCCESS (COMMERCIAL, REGULATORY OR MATERIALITY OTHER) OF THE LICENSED PRODUCTS, AND ANY TECHNICAL INFORMATION, TECHNIQUES, MATERIALS, METHODS, PRODUCTS, PROCESSES OR PRACTICES AT ANY TIME MADE AVAILABLE BY LICENSOR INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE, WITHOUT LIMITATION: LIMITATION TO THE FOREGOING, ▇▇▇▇▇▇ SHALL HAVE NO LIABILITY WHATSOEVER TO LICENSEE OR ANY OTHER PERSONS FOR OR ON ACCOUNT OF ANY INJURY, LOSS OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED ON LICENSEE OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (iA) MANUFACTURE, USE, OFFER FOR SALE, SALE, OR IMPORT OF A LICENSED PRODUCT, OR THE PRACTICE OF THE ▇▇▇▇▇▇ LICENSED PATENTS; (B) THE EXISTENCE USE OF OR ANY AND ALL PROSPECTS REFERENCED ERRORS OR OMISSIONS IN THE ANY KNOW-HOW, TECHNICAL INFORMATION, TECHNIQUES, OR PRACTICES DISCLOSED BY ▇▇▇▇▇▇; OR (iiC) THE GEOGRAPHIC, GEOLOGIC ANY ADVERTISING OR GEOPHYSICAL CHARACTERISTICS ASSOCIATED WITH OTHER PROMOTIONAL ACTIVITIES CONCERNING ANY OF THE PROPERTIES, (iii) THE EXISTENCE, QUALITY, QUANTITY, OR RECOVERABILITY OF RESERVES ASSOCIATED WITH THE PROPERTIES, (iv) ANY COSTS, EXPENSES, ACCOUNTS PAYABLE, REVENUES, RECEIPTS OR ACCOUNTS RECEIVABLE ASSOCIATED WITH THE PROPERTIES, (v) THE CONTRACTUAL, ECONOMIC, FINANCIAL, OR TAX INFORMATION AND DATA ASSOCIATED WITH THE PROPERTIES, (vi) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF THE PROPERTIES, (vii) TITLE TO THE PROPERTIES, AND (viii) THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PROPERTIES; b. RECIPIENT ACKNOWLEDGES THAT IT IS A SOPHISTICATED ENTITY, EXPERIENCED WITH THE OIL AND GAS INDUSTRY AND SAID INDUSTRY’S CUSTOMS AND PRACTICES AND SHALL CONDUCT ITS OWN INDEPENDENT EVALUATION AND ANALYSIS OF THE INFORMATION AND SATISFY ITSELF FULLY AS TO THE QUALITY, ACCURACY, COMPLETENESS AND MATERIALITY OF THE SAME; c. RECIPIENT IS FULLY AWARE OF THE INHERENT RISK OF ERROR IN THE ACQUISITION, PROCESSING, AND INTERPRETATION OF GEOLOGIC AND GEOPHYSICAL DATA; AND d. RECIPIENT SHALL RELY SOLELY ON ITS OWN INDEPENDENT EVALUATION AND ANALYSIS WHEN DECIDING WHETHER OR NOT TO SUBMIT A BID OR OFFER, ENTER INTO A DEFINITIVE AGREEMENT OR CONSUMMATE ANY TRANSACTION COVERING ONE OR MORE OF THE PROPERTIES. RECIPIENT FURTHER ACKNOWLEDGES AND AGREES THAT ONLY THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN SUCH A DEFINITIVE WRITTEN AGREEMENT FOR A TRANSACTION (WHEN AND IF THE SAME IS EXECUTED BY BOTH PARTIES) SHALL BE BINDING ON THE PARTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, COMPANY REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT AND AUTHORITY TO DISCLOSE OR MAKE AVAILABLE THE INFORMATION TO RECIPIENT AND ITS REPRESENTATIVE AS PROVIDED IN THIS AGREEMENT WITHOUT VIOLATING THE RIGHTS OF ANY THIRD PARTYFOREGOING.

Express Disclaimer. RECIPIENT ACKNOWLEDGES AND AGREES THAT THE INFORMATION IS BEING EXCEPT AS EXPRESSLY PROVIDED SOLELY FOR THE PURPOSE OF ASSISTING RECIPIENT IN CONDUCTING ITS OWN INDEPENDENT EVALUATION OF THE PROPERTIES IN CONNECTION WITH A POTENTIAL TRANSACTION. AS A PRECONDITION TO COMPANY AUTHORIZING RECIPIENT AND ITS REPRESENTATIVES TO REVIEW THE INFORMATION, RECIPIENT ACKNOWLEDGES AND AGREES ON BEHALF OF ITSELF AND ITS REPRESENTATIVES, THAT: a. COMPANY AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM ANY AND ALL LIABILITY AND RESPONSIBILITY FOR AND ASSOCIATED WITH THE QUALITY, ACCURACY, COMPLETENESS, OR MATERIALITY OF THE INFORMATION, INCLUDING WITHOUT LIMITATION: (i) THE EXISTENCE OF ANY AND ALL PROSPECTS REFERENCED IN THE INFORMATION, (ii) THE GEOGRAPHIC, GEOLOGIC OR GEOPHYSICAL CHARACTERISTICS ASSOCIATED WITH ANY OF THE PROPERTIES, (iii) THE EXISTENCE, QUALITY, QUANTITY, OR RECOVERABILITY OF RESERVES ASSOCIATED WITH THE PROPERTIES, (iv) ANY COSTS, EXPENSES, ACCOUNTS PAYABLE, REVENUES, RECEIPTS OR ACCOUNTS RECEIVABLE ASSOCIATED WITH THE PROPERTIES, (v) THE CONTRACTUAL, ECONOMIC, FINANCIAL, OR TAX INFORMATION AND DATA ASSOCIATED WITH THE PROPERTIES, (vi) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF THE PROPERTIES, (vii) TITLE TO THE PROPERTIES, AND (viii) THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PROPERTIES; b. RECIPIENT ACKNOWLEDGES THAT IT IS A SOPHISTICATED ENTITY, EXPERIENCED WITH THE OIL AND GAS INDUSTRY AND SAID INDUSTRY’S CUSTOMS AND PRACTICES AND SHALL CONDUCT ITS OWN INDEPENDENT EVALUATION AND ANALYSIS OF THE INFORMATION AND SATISFY ITSELF FULLY AS TO THE QUALITY, ACCURACY, COMPLETENESS AND MATERIALITY OF THE SAME; c. RECIPIENT IS FULLY AWARE OF THE INHERENT RISK OF ERROR IN THE ACQUISITION, PROCESSING, AND INTERPRETATION OF GEOLOGIC AND GEOPHYSICAL DATA; AND d. RECIPIENT SHALL RELY SOLELY ON ITS OWN INDEPENDENT EVALUATION AND ANALYSIS WHEN DECIDING WHETHER OR NOT TO SUBMIT A BID OR OFFER, ENTER INTO A DEFINITIVE AGREEMENT OR CONSUMMATE ANY TRANSACTION COVERING ONE OR MORE OF THE PROPERTIES. RECIPIENT FURTHER ACKNOWLEDGES AND AGREES THAT ONLY THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN SUCH A DEFINITIVE WRITTEN AGREEMENT FOR A TRANSACTION (WHEN AND IF THE SAME IS EXECUTED BY BOTH PARTIES) SHALL BE BINDING ON THE PARTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, COMPANY REPRESENTS LICENSORS ARE PROVIDING THE LICENSED TECHNOLOGY, THE AUXILIARY TECHNOLOGIES, AND WARRANTS THAT IT HAS THE RIGHT AND AUTHORITY TO DISCLOSE OR MAKE AVAILABLE THE INFORMATION TO RECIPIENT AND ITS REPRESENTATIVE AUXILIARY TECHNOLOGY PATENTS “AS IS.” EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT WITHOUT VIOLATING THE RIGHTS AGREEMENT, NEITHER LICENSORS NOR LICENSEE MAKE ANY REPRESENTATIONS, EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR AS TO THE VALIDITY OF ANY PATENTS, AND NEITHER LICENSOR ASSUMES ANY RESPONSIBILITIES WHATSOEVER WITH RESPECT TO USE, SALE, OR OTHER DISPOSITION OF PRODUCTS INCORPORATING OR MADE BY USE OF LICENSED PATENTS OR AUXILIARY TECHNOLOGY PATENTS UNDER THIS AGREEMENT. EXCEPT FOR VIOLATIONS OF SECTION 8.6 AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 9.1 AND SECTION 9.2 WITH RESPECT TO THIRD PARTY INDEMNIFICATION CLAIMS, IN NO EVENT WILL EITHER PARTY, OR ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS, BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND, WHETHER GROUNDED IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, CONTRACT OR OTHERWISE.