Representations Limited Sample Clauses
The 'Representations Limited' clause defines and restricts the scope of statements or assurances made by the parties within a contract. It typically clarifies that only the representations expressly included in the agreement are valid and enforceable, excluding any prior or external statements not specifically incorporated. This clause helps prevent disputes over alleged promises or assurances made outside the written contract, ensuring that both parties rely solely on the documented terms and reducing the risk of misunderstandings or claims based on informal communications.
Representations Limited. The representation and warranties of the Borrower in this clause 11 are subject to:
11.23.1 the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court;
11.23.2 the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting or limiting the rights of creditors;
11.23.3 the time barring of claims under any applicable limitation acts;
11.23.4 the possibility that a court may strike out provisions for a contract as being invalid for reasons of oppression, undue influence or similar; and
11.23.5 any other reservations or qualifications of law expressed in any legal opinions obtained by the Facility Agent in connection with the Facility.
Representations Limited the representation and warranties of the Sellers in this Clause 11.1 are subject to:
(i) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court;
(ii) the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting or limiting the rights of creditors;
(iii) the time barring of claims under any applicable limitation acts;
(iv) the possibility that a court may strike out provisions for a contract as being invalid for reasons of oppression, undue influence or similar; and
(v) any other reservations or qualifications of law expressed in any legal opinions obtained by the Owners in connection with the Transaction Documents.
Representations Limited. The representation and warranties of the Borrower in this Clause 4 are subject to:
4.22.1 the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court;
4.22.2 the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting or limiting the rights of creditors;
4.22.3 the time barring of claims under any applicable limitation acts;
4.22.4 the possibility that a court may strike out provisions for a contract as being invalid for reasons of oppression, undue influence or similar; and
4.22.5 any other reservations or qualifications of law expressed in any legal opinions obtained by the Agent in connection with the Facility.
Representations Limited. The representations and warranties of the Borrower in this clause 4 are subject to:
4.3.1 the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court;
4.3.2 the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting or limiting the rights of creditors;
4.3.3 the time barring of claims under any applicable limitation acts;
4.3.4 the possibility that a court may strike out provisions for a contract as being invalid for reasons of oppression, undue influence or similar;
4.3.5 any other reservations or qualifications of law expressed in the legal opinions obtained by the Agent as referred to in Schedule 3 Part 1, paragraph (I) in connection with this Agreement or the Security Documents; and
4.3.6 the representations and warranties made on the Execution Date in respect of the Relevant Documents shall expressly be limited to this Agreement (and none of the other Security Documents) and only those Project Documents which, as at the Execution Date, have been executed by the Borrower.
Representations Limited the representation and warranties of the Owners in paragraph (a) above are subject to:
(i) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court;
(ii) the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting or limiting the rights of creditors;
(iii) the time barring of claims under any applicable limitation acts;
(iv) the possibility that a court may strike out provisions for a contract as being invalid for reasons of oppression, undue influence or similar; and
Representations Limited. Each of Buyer and Parent acknowledges that, except as expressly set forth in this Agreement, neither the Sellers, nor any of their respective Representatives or Affiliates, make any representations or warranties with respect to (a) any projection, estimate or budget delivered or made available to Parent, Buyer or their Affiliates or Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of or with respect to any Purchased Assets (whether now or with respect to the future of the business conducted with the Purchased Assets) or (b) any other information or documents made available to Parent, Buyer or their Representatives with respect to any assets of the Sellers, any Purchased Assets, the business conducted by the Sellers with the Purchased Assets and/or any Liabilities or operations of the Sellers. Each of Parent and Buyer further acknowledges, on behalf of itself and its Affiliates, that it has not relied on any representation not expressly set forth in this Agreement. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY AND SPECIFICALLY MADE IN ARTICLE II (AS MODIFIED BY THE DISCLOSURE SCHEDULES), AND THE OTHER TRANSACTION DOCUMENTS, EACH OF BUYER AND PARENT, ON BEHALF OF ITSELF AND ITS AFFILIATES, REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS, HEREBY IRREVOCABLY WAIVES ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, VALUE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONDITION OF THE PURCHASED ASSETS OR ANY PART THEREOF.
Representations Limited. Notwithstanding anything herein to the contrary, representations or warranties with respect to any Company Subsidiary with respect to periods prior to the time such Company Subsidiary (or its assets if acquired as substantially all of the assets of another person) was acquired by the Company are made to the knowledge of the Company or the Shareholder.
Representations Limited. The representation and warranties of the Borrower in this Clause 11 are subject to:
11.30.1 the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court;
11.30.2 the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting or limiting the rights of creditors;
11.30.3 the time barring of claims under any applicable limitation acts;
11.30.4 the possibility that a court may strike out provisions for a contract as being invalid for reasons of oppression, undue influence or similar; and
Representations Limited. The representation and warranties of the Borrower in this Clause 11 are subject to:
11.23.1 the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court;
11.23.2 the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting or limiting the rights of creditors; \P1\3549672.7
11.23.3 the time barring of claims under any applicable limitation acts;
11.23.4 the possibility that a court may strike out provisions for a contract as being invalid for reasons of oppression, undue influence or similar; and
11.23.5 any other reservations or qualifications of law expressed in any legal opinions obtained by the Agent in connection with the Facility.
Representations Limited. Except as otherwise specifically provided in this Article IV (as modified by the Disclosure Schedule) or in any closing certificate delivered to Purchaser hereunder in respect thereof, (a) the Business and the Assigned Assets are being acquired AS IS AND WHERE IS, WITHOUT ANY OTHER EXPRESSED OR IMPLIED WARRANTY and neither Seller nor any directors, officers, Employees, equityholders, agents, Affiliates or Representatives thereof, nor any other Person, has made or shall be deemed to have made any representation or warranty to Purchaser, express or implied, at Law or in equity, with respect to Seller, the Business, the Business Products, the Assigned Assets, the Assumed Liabilities, or the assets, Liabilities, results of operations or financial condition of Seller generally, including any representations and warranties as to the accuracy or completeness of any Evaluation Material, or any other information provided to Purchaser or any of its Affiliates or Representatives or as to the future sales, revenue, profitability or success of the Business or the Business Products, or any representations or warranties arising from statute or otherwise in Law, from a course of dealing or a usage of trade, and (b) Seller disclaims any representations and warranties other than those expressly set forth in this Article IV (as modified by the Disclosure Schedule) and in any closing certificate in respect of such representations and warranties expressly set forth in this Article IV (as modified by the Disclosure Schedule) and delivered to Purchaser hereunder.