EXPRESS LIMITATION ON REPRESENTATIONS AND WARRANTIES OF SELLERS Sample Clauses

EXPRESS LIMITATION ON REPRESENTATIONS AND WARRANTIES OF SELLERS. All of the representations and warranties of Sellers are expressly subject to the following limitation and disclaimer: BUYER ACKNOWLEDGES AND AGREES THAT EXCEPT AS SPECIFICALLY SET FORTH (i) IN THIS SECTION 4, (ii) BY XXXXXXX ENTERPRISES, INC. AND LUK-FLATS IN THE KEEP WELL AGREEMENT, (iii) BY XXXXXX LLC AND XXXXX LLC IN THE OPTION AGREEMENT AND (iv) BY THE SELLERS (OTHER THAN XXXXXX LLC, CMYD LLC AND XXXXX LLC) IN SECTION 2 OF THE FORMATION AGREEMENT, NONE OF THE SELLERS, NOR ANY EMPLOYEE, MEMBER, DIRECTOR, AGENT, ATTORNEY OR REPRESENTATIVE OF ANY SHAREHOLDER OR PARTNER OF THE COMPANIES OR THE SUBSIDIARIES, NOR THE COMPANIES OR THE SUBSIDIARIES, HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES AS TO THE OPERATION OF THE BUSINESS OR THE PHYSICAL NATURE OR CONDITION OF THE REAL PROPERTY AND IMPROVEMENTS THEREON, OR THE MACHINERY AND EQUIPMENT USED IN THE BUSINESS, OR THE CAPABILITIES THEREOF. BUYER, IN EXECUTING, PERFORMING AND DELIVERING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY PERSON, EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR IN ANY AGREEMENTS EXECUTED PURSUANT HERETO. EXCEPT FOR EACH SELLER'S EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFIED IN THIS AGREEMENT, THE REPRESENTATIONS AND WARRANTIES BY XXXXXXX ENTERPRISES, INC. AND LUK-FLATS IN THE KEEP WELL AGREEMENT, THE REPRESENTATIONS AND WARRANTIES OF EACH OF THE SELLERS (OTHER THAN XXXXXX LLC, CMYD LLC AND XXXXX LLC) IN THE FORMATION AGREEMENT, AND THE REPRESENTATIONS AND WARRANTIES BY XXXXXX LLC AND XXXXX LLC IN THE OPTION AGREEMENT, BUYER IS RELYING SOLELY UPON ITS OWN DUE DILIGENCE INVESTIGATION OF THE COMPANIES AND THE SUBSIDIARIES, THEIR ASSETS AND THE BUSINESS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, BY XXXXXXX ENTERPRISES, INC. AND LUK-FLATS IN THE KEEP WELL AGREEMENT, BY XXXXXX LLC AND XXXXX LLC IN THE OPTION AGREEMENT AND BY THE SELLERS (OTHER THAN XXXXXX LLC, CMYD LLC AND XXXXX LLC) IN THE FORMATION AGREEMENT, BUYER AGREES TO TAKE THE LP INTEREST, THE XXXXXX AND THE LUK-FLATS SHARES AND THE XXXXXXXXX TRANSFERRED SHARES, AND ACCEPTS ALL OF THE REAL PROPERTY AND OTHER ASSETS OF THE COMPANIES AND THE SUBSIDIARIES, "AS IS," AND "WHERE IS," AS OF THE CLOSING DATE. IN ADDITION, BUYER ACKNOWLEDGES AND AGREES THAT IT HAS HAD THE OPPORTUNITY TO INVESTIGATE ALL PHYSICAL AND ...
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Related to EXPRESS LIMITATION ON REPRESENTATIONS AND WARRANTIES OF SELLERS

  • Certain Representations and Warranties of DST DST represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to the Company and each Shareholder as follows:

  • Survival of Representations and Warranties, Etc All representations and warranties set forth in this Article VI and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Certain Representations and Warranties; Limitations; Covenants By executing and delivering an Assignment and Acceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows:

  • Certain Representations and Warranties of Fund Fund represents and warrants to Service Company that:

  • Representations and Warranties of Vendor Vendor hereby represents and warrants to Purchaser that:

  • Representations and Warranties Limitation of Liability Each party hereby represents and warrants as follows: (i) it has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof, (ii) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, (iii) this Agreement is a legal and valid obligation binding upon and enforceable according to its terms, (iv) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound, and (v) its website contemplated by this Agreement (HomeAdvisor in the case of MS, and the Company Site in the case of the Company), and the services provided pursuant thereto, shall be of a high nature, grade and quality and shall comply with all applicable laws and regulations throughout the term of this Agreement. EXCEPT AS SET FORTH ABOVE, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, A WARRANTY OF FITNESS FOR PURPOSE OR OF MERCHANTABILITY. OTHER THAN WITH RESPECT TO AN INDEMNIFIED CLAIM UNDER THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL INDIRECT, INCIDENTAL, CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), EVEN IF SUCH PARTY HAS BEEN ADVISED OF (OR KNOWS OR SHOULD KNOW OF) THE POSSIBILITY OF SUCH DAMAGES.

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

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