Waiver of Representations. 12.6.1 THE EXPRESS REPRESENTATIONS OF SELLERS CONTAINED IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, OR OTHER CONDITION OF THE PROPERTIES; OR THE OWNERSHIP OR OPERATION OF THE PROPERTIES OR ANY PART THEREOF OR ANY OTHER MATTERS.
Waiver of Representations. (a) THE EXPRESS REPRESENTATIONS OF SELLERS CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1 ARE EXCLUSIVE AND ARE IN LIEU OF ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, OR OTHER CONDITION OF THE PROPERTIES; OR THE OWNERSHIP OR OPERATION OF THE PROPERTIES OR ANY PART THEREOF.
Waiver of Representations. 13.6.1. EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED BY SELLER PURSUANT TO SECTION 9.2.1, SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES, ANY CLAIM OF LIABILITY OR RESPONSIBILITY FOR, (I) ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY AND (II) ANY STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO BUYER, INCLUDING, BUT NOT LIMITED TO, ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OR SELLER, ANY ENGINEER OR ENGINEERING FIRM OR ANY OTHER AGENT, CONSULTANT OR REPRESENTATIVE. BUYER SHALL INDEMNIFY AND HOLD HARMLESS THE SELLER AS WELL AS WATEROUS & CO., NETHERLAND, XXXXXX & ASSOCIATES, INC., XXXXXXX & ASSOCIATES, LLC, OR THEIR OFFICERS DIRECTORS, EMPLOYEES OR MEMBERS.
Waiver of Representations. (a) THE EXPRESS REPRESENTATIONS OF SELLER CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 7.4 ARE EXCLUSIVE AND ARE IN LIEU OF, ANY OTHER REPRESENTATION OR WARRANTY.
Waiver of Representations. CPT hereby acknowledges and consents to (a) Inuvo’s issuance, after the Execution Date, of up to 3,272,728 shares of Inuvo Common Stock or securities convertible into up to 3,272,728 shares of Inuvo Common Stock for working capital purposes at or prior to the Effective Time (the “Inuvo Issuance”) and (b) any properly authorized amendment to the Inuvo Articles of Incorporation made to increase the amount of authorized shares of Inuvo Common Stock to 60,000,000 from 40,000,000 (the “Inuvo Articles Amendment”) and waives, solely with respect to the Inuvo Issuance or the Inuvo Articles Amendment, any resulting breach of Section 5.1(b) or Section 5.8(f) or any other representation set forth in Article V.
Waiver of Representations. 24 13.7. Year 2000 Compliance.............................................. 26
Waiver of Representations. 13.6.1. THE EXPRESS REPRESENTATIONS OF SELLER CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1 ARE EXCLUSIVE AND ARE IN LIEU OF, ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, OR OTHER CONDITION OF THE PROPERTIES; OR THE OWNERSHIP OR OPERATION OF THE PROPERTIES OR ANY PART THEREOF.
Waiver of Representations. (a) THE EXPRESS REPRESENTATIONS OF SELLER CONTAINED IN THIS AGREEMENT, THE ADMINISTRATION AGREEMENT AND THE ANCILLARY DOCUMENTS TO WHICH SELLER IS A PARTY ARE EXCLUSIVE AND ARE IN LIEU OF, ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACQUIRED ASSETS OR THE ASSUMED LIABILITIES OR THE STATUS OF EITHER OF THEM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO REPRESENTATION, WARRANTY OR UNDERTAKING WHATSOEVER WITH RESPECT TO (i) THE INFORMATION MEMORANDUM ISSUED BY SELLER'S FINANCIAL ADVISOR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT; AND (ii) INFORMATION DISCLOSED TO BUYER IN CONNECTION WITH THE EFFORTS OF SELLER AND ITS ADVISORS TO SELL THE RETAIL BUSINESS, INCLUDING THE CONTENTS OF THE ELECTRONIC DATA ROOM MAINTAINED AS PART OF THE SALE PROCESS, OR AS DISTRIBUTED TO BUYER AS PART OF BUYER’S DUE DILIGENCE.
Waiver of Representations. SELLER EXPRESSLY DISCLAIMS AND NEGATES AND BUYER HEREBY WAIVES, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO (A) THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES, IF ANY, OF OIL, GAS OR OTHER HYDROCARBONS IN OR UNDER THE SUBJECT PROPERTIES; (B) THE WORKING INTEREST AND NET REVENUE INTEREST PERCENTAGES SET FORTH IN EXHIBIT A HERETO; AND (C) THE SAMPLES, OR
Waiver of Representations. 14.5.1. THE EXPRESS REPRESENTATIONS OF SELLER CONTAINED IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF, ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, OR OTHER CONDITION OF THE PROPERTIES; OR THE OWNERSHIP OR OPERATION OF THE PROPERTIES OR ANY PART THEREOF.
