Limitations of Representations and Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY DOCUMENT DELIVERED BY THE SELLER IN CONNECTION WITH THIS AGREEMENT, IT IS THE EXPLICIT INTENT AND UNDERSTANDING OF EACH PARTY HERETO THAT THE SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, BEYOND THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY MADE BY IT IN THIS AGREEMENT, THE SPECIAL WARRANTY DEED(S) DELIVERED PURSUANT TO SECTION 2.9.1.2, THE CERTIFICATES DELIVERED PURSUANT TO SECTION 2.9.1 OR ANY OTHER CERTIFICATE OR DOCUMENT DELIVERED AT THE CLOSING. IT IS UNDERSTOOD THAT, EXCEPT TO THE EXTENT COVERED BY A REPRESENTATION OR WARRANTY EXPRESSLY MADE HEREIN OR IN THE SPECIAL WARRANTY DEED(S) DELIVERED PURSUANT TO SECTION 2.9.1.2, THE CERTIFICATES DELIVERED PURSUANT TO SECTION 2.9.1 OR ANY OTHER CERTIFICATE OR DOCUMENT DELIVERED AT THE CLOSING AND WITHOUT LIMITING SUCH EXPRESS REPRESENTATIONS AND WARRANTIES, AND SUBJECT TO THE OBLIGATIONS OF THE SELLER UNDER THIS AGREEMENT OR ANY OTHER CERTIFICATE OR DOCUMENT DELIVERED AT THE CLOSING, THE BUYERS TAKE THE ASSETS “AS IS” AND “WHERE IS” AND “WITH ALL FAULTS.” WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE OR ANY REPRESENTATIONS OR WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS AGREEMENT, THE SPECIAL WARRANTY DEED(S) DELIVERED PURSUANT TO SECTION 2.9.1.2, THE CERTIFICATES DELIVERED PURSUANT TO SECTION 2.9.1, OR THE OTHER DOCUMENTS DELIVERED BY THE SELLER IN CONNECTION WITH THE CLOSING, THE SELLER HEREBY (I) EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO (A) THE CONDITION, USEFULNESS OR ADEQUACY OF THE ASSETS OR THE OWNED INTELLECTUAL PROPERTY AND LICENSED INTELLECTUAL PROPERTY (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS), OR (B) THE ACCURACY, SPECIFICATIONS, QUALITY, FITNESS, MERCHANTABILITY, REPRODUCIBILITY OR CORRECTNESS OF DATA, PRODUCTS OR RESULTS OF ANY INTELLECTUAL PROPERTY; AND (II) NEGATES ANY RIGHTS OF THE BUYERS UNDER STATUTES TO CLAIM DIMINUTION OF CONSIDERATION AND ANY CLAIMS BY THE BUYERS FOR DAMAGES BECAUSE OF LATENT VICES OR DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING THE INTENTION OF THE SELLER AND THE BUYERS THAT, SUBJECT TO THE TERMS OF THIS AGREEMENT, THE ASSETS ARE TO BE ACCEPTED BY THE BUYERS IN THEIR CONDITION AND...
Limitations of Representations and Warranties. The following limitations apply with regard to any representations and warranties by Seller:
Limitations of Representations and Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE III, SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO BUYER, WHETHER EXPRESS, IMPLIED OR STATUTORY, IN CONNECTION WITH THE TRANSACTION. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE III, SELLER’S INTEREST IN THE TRUST IS BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS, AND THE INTERESTS SHALL BE DEEMED TO BE DIRECTLY, AND ANY INTEREST OF SELLER IN THE ASSETS OWNED BY OR HELD FOR THE TRUST SHALL BE DEEMED TO BE INDIRECTLY, TRANSFERRED BY SELLER TO BUYER “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE III AS TO (A) THE CONDITION, VALUE OR QUALITY OF (I) THE INTERESTS AND (II) THE TRUST AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE ASSETS AND (B) THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF (I) THE OWNERSHIP OF THE INTERESTS AND (II) THE TRUST OR ITS AFFILIATES AND ITS AND THEIR RESPECTIVE ASSETS.
Limitations of Representations and Warranties. The parties agree that nothing in this Agreement shall be construed as:
Limitations of Representations and Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE IV, BUYER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO SELLER, WHETHER EXPRESS, IMPLIED OR STATUTORY, IN CONNECTION WITH THE TRANSACTION.
Limitations of Representations and Warranties. Except as specifically set forth in this Article 3 and the information disclosed in schedules pursuant to this Article 3, Seller makes no other representations or warranties to Buyer, whether expressed, implied or statutory, in connection with the purchase and sale of the Shares. Except as provided in this Article 3, Buyer shall have full responsibility for ascertaining all matters pertaining to the Shares being purchased and sold hereunder, including the value and condition of the Company's business and the Assets. 3.31
Limitations of Representations and Warranties. The representations and warranties of the parties made herein or in any other agreement delivered pursuant to this Agreement shall terminate upon (and shall not survive) the Closing Date.
Limitations of Representations and Warranties. Notwithstanding anything contained in this Agreement to the contrary, Buyer acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article III hereof (as modified by the Disclosure Schedules (as determined in accordance with Section 11.12), or in any certificate delivered by Seller pursuant to this Agreement. Except in the case of fraud, any claims Buyer may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article III hereof (as modified by the Disclosure Schedules (as determined in accordance with Section 11.12), or in any certificate delivered by Seller pursuant to this Agreement. Buyer further represents that none of Seller or any of its Affiliates or any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, CIBER Federal International, the Federal Business or the Transaction neither expressly set forth in this Agreement (as modified by the Disclosure Schedules (as determined in accordance with Section 11.12)) nor expressly specified in Article III of this Agreement as being subject to the representations and warranties of Seller set forth in Article III hereof (as modified by the Disclosure Schedules (as determined in accordance with Section 11.12)) nor expressly set forth in any certificate delivered by Seller pursuant to this Agreement, and none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information not so set forth or specified, including any information in any confidential memoranda distributed on behalf of Seller relating to the Federal Business or in other publications or data room information provided to Buyer or its representatives, or in any other document or information in any form provided to Buyer or its representatives in connection with the sale of the Federal Business and the Transaction (in each case to the extent neither explicitly set forth in this Agreement (as modified by the Disclosure Schedules (as determined in accordance with Section 11.12)), nor expressly specified in Article III of this Agreement as being subject to the representations and warranties of Seller set forth in Article III her...
Limitations of Representations and Warranties. Except for the representations and warranties set forth in this Agreement (including the Disclosure Schedules), neither Seller nor the Shareholder is making any other representations or warranties, written or oral, statutory, express or implied, concerning the Business, Purchased Assets, or Liabilities of Seller. Buyer acknowledges that, except as expressly provided in this Agreement, neither Seller nor the Shareholder has made any representation or warranty, express or implied, concerning the Business, Purchased Assets, or Liabilities of Seller.
Limitations of Representations and Warranties. Antrim makes no representations or warranties except as expressly set forth in this Article III and in particular, and without limiting the generality of the foregoing, Antrim hereby negates any and all representations or warranties, whether contained in any information memorandum or otherwise, except for those set forth above in this Article III, with respect to (i) the quantity, quality or recoverability of petroleum substances produced from the area covered by the Permits; (ii) any estimates of the value of the Permits or the revenues applicable to future production therefrom; (iii) quality or value of any engineering, geological or other interpretations or economic evaluations respecting the Permits; (iv) the rates of production of petroleum substances from the area covered by the Permits; (v) the quality, condition or serviceability of the Permits; or (vi) the suitability of their use for any purpose.
