General Disclaimer of Title and Environmental Warranties and Representations Sample Clauses

General Disclaimer of Title and Environmental Warranties and Representations. Without limiting Buyer’s remedies for either Title Defects as set forth in Section 3.9 or Environmental Defects as set forth in Section 3.19, any remedies of Buyer pursuant to Section 4.2 for the breach of the representation and warranty set forth in Section 6.11, or the special warranty set forth in the Assignment, Seller makes no warranty or representation, express, implied, statutory or otherwise, with respect to Seller’s title to any of the Assets or the environmental condition or compliance with Environmental Laws of the Assets, and Buyer hereby acknowledges and agrees that Buyer’s sole remedy for any Title Defect (except for the special warranty of title set forth in the conveyance documents) or Environmental Defect with respect to any of the Assets shall be the remedies set forth in Sections 3.9, 3.19 and Section 4.2 for the breach of the representation and warranty set forth in Section 6.11, and Buyer hereby expressly waives and disclaims all other rights and remedies that Buyer may have with respect to any such Title Defect or Environmental Defect. Buyer acknowledges and agrees that (i) Buyer will not assert any claim under the special warranty set forth in the Assignment for any matters that do not exceed the Individual Indemnity Threshold, (ii) Buyer will not be entitled to make a claim under the special warranty for any amount which, together with all claims of Buyer under this Agreement and the Operative Documents, exceeds the Base Purchase Price, and (iii) the aggregate value of all claims made under the special warranty with respect to any Asset shall not exceed the Allocated Value of such Asset.
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General Disclaimer of Title and Environmental Warranties and Representations. Without limiting Buyer’s remedies for either Title Defects as set forth in Section 3.8 or Environmental Defects as set forth in Section 3.18, Seller makes no warranty or representation, express, implied, statutory or otherwise, with respect to Company’s title to any of the Assets or the environmental condition or compliance with Environmental Laws with respect to the Assets, and Buyer hereby acknowledges and agrees that Buyer’s sole remedy for any Title Defect or Environmental Defect with respect to any of the Assets shall be the remedies set forth in Sections 3.8 and 3.18, and Buyer hereby expressly waives and disclaims all other rights and remedies that Buyer may have with respect to any such Title Defect or Environmental Defect.
Sample 1
General Disclaimer of Title and Environmental Warranties and Representations. Subject to and without limiting KLRE’s remedies for Defects set forth in this Section 2.5 or KLRE’s remedies with respect to any breach of the representations and warranties of Tema or the Company set forth herein, NEITHER TEMA NOR THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION OF TEMA AND THE COMPANY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO (i) TEMA’S, THE COMPANY’S OR ANY OTHER PERSON’S TITLE TO ANY OF THE CONTRIBUTED ASSETS, (ii) ANY MATTERS WITH RESPECT TO THE EXISTENCE OF ANY ENVIRONMENTAL DEFECT, RELEASE OF HAZARDOUS SUBSTANCES OR ANY OTHER ENVIRONMENTAL CONDITION WITH RESPECT TO THE OWNERSHIP OR OPERATION OF THE COMPANY OR THE CONTRIBUTED ASSETS OR (iii) WHETHER THE COMPANY OR ANY OF THE CONTRIBUTED ASSETS (OR THE OWNERSHIP OR OPERATION THEREOF) ARE IN COMPLIANCE WITH ANY ENVIRONMENTAL LAWS. KLRE hereby acknowledges and agrees that KLRE’s sole remedy for any defect of title, including any Title Defect, with respect to any of the Contributed Assets (i) on or before the Defect Deadline, shall be as set forth in this Section 2.5 and (ii) without duplication, from and after the Defect Deadline, shall be pursuant to the special warranty of title set forth in Section 3.1(n)(i); provided, however, that KLRE further acknowledges and agrees that KLRE shall not be entitled to protection under the special warranty of title provided in Section 3.1(n)(i) for any Title Defect reported by KLRE prior to the Defect Deadline under this Section 2.5. The special warranty of title contained in Section 3.1(n)(i) shall be subject to the terms and provisions of this Section 2.5(a), and the recovery on a breach of the Company’s special warranty of title contained in Section 3.1(n)(i) shall not exceed the Allocated Value of the affected Subject Formation of the affected Oil and Gas Property. Claims for indemnification under Section 3.1(n)(i) shall be resolved in accordance with Article VII (but without regard or giving effect to the Defect Deadline, the Title Defect Deductible or the Title Threshold).
Sample 1

Related to General Disclaimer of Title and Environmental Warranties and Representations

  • GENERAL WARRANTIES AND REPRESENTATIONS The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing:

  • Seller’s Warranties and Representations Seller hereby represents and warrants to Buyer as follows:

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

  • Warranties and Representations The Contractor warrants and represents that:

  • Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:

  • Environmental Warranties Except as set forth in Item 6.12 of the Disclosure Schedule:

  • Representations, Warranties and Covenants of the Purchaser The Purchaser hereby represents and warrants to, and covenants for the benefit of, the Trust that:

  • Representations, Warranties and Covenants of Buyer The Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, as follows:

  • Representations Warranties and Disclaimers I represent and warrant that I am legally entitled to grant the rights and promises set forth in this Agreement. IN ALL OTHER RESPECTS THE SPECIFICATION IS PROVIDED "AS IS." The entire risk as to implementing or otherwise using the Specification is assumed by the implementer and user. Except as stated herein, I expressly disclaim any warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to the Specification. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR LOST PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. All of my obligations under Section 3 regarding the transfer, successors in interest, or assignment of Granted Claims will be satisfied if I notify the transferee or assignee of any patent that I know contains Granted Claims of the obligations under Section 3. Nothing in this Agreement requires me to undertake a patent search.

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