Disclaimer of Seller. (A) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, NONE OF SELLER, THE COMPANY, THE COMPANY SUBSIDIARIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR THE COMPANY SUBSIDIARIES, THE SHARES OR THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OR ASSETS OF THE COMPANY OR ANY COMPANY SUBSIDIARY, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR (II) THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ANY COMPANY SUBSIDIARY AFTER THE CLOSING AND (B) EXCEPT FOR LIABILITY FOR FRAUD, NONE OF SELLER, THE COMPANY, ANY COMPANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, BENEFICIARIES, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO BUYER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO BUYER, ITS AFFILIATES OR REPRESENTATIVES OF, OR BUYER’S USE OF, ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIALS RELATING TO THE COMPANY OR ANY COMPANY SUBSIDIARY, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIALS MADE AVAILABLE TO BUYER, WHETHER ORALLY OR IN WRITING, IN ANY DATA ROOM RELATING TO THE TRANSACTION, IN MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS OR REQUESTS SUBMITTED BY OR ON BEHALF OF BUYER OR IN ANY OTHER FORM IN CONSIDERATION OR INVESTIGATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.
Disclaimer of Seller. 13 6.17. Full Disclosure...............................................................................13
Disclaimer of Seller. Except as otherwise provided in this Section 6, the Assets to be sold hereunder --------------------- to Buyer are to be sold AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR OTHER EXPRESSED OR IMPLIED WARRANTY.
Disclaimer of Seller. EXCEPT AS SET FORTH IN THIS Article IV, NONE OF SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE OR HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE BUSINESS OR ANY OF THE PURCHASED ASSETS OR THE ASSUMED OBLIGATIONS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (II) THE OPERATION OF THE BUSINESS BY BUYER AFTER THE CLOSING OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.
Disclaimer of Seller. Except as otherwise specifically provided in this Article V, the Assets to be sold hereunder to Buyer are being sold AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR OTHER EXPRESSED OR IMPLIED WARRANTY.
Disclaimer of Seller. Other than as expressly represented in Section 3.1 o r e l s e w h e r e i n this Agreement, Seller makes no representation or warranties of any kind or nature whatsoever, and expressly disclaims any and all implied warranties, with respect to the Purchased Assets, Easement Rights and/or Permits. All of the Purchased Assets and Property Interests to be sold or transferred to the Buyer hereunder are being sold or transferred “AS IS, WHERE IS” to Buyer on the Closing Date. Seller makes no representation or warranty of any nature regarding the value of the Purchased Assets, Easement Rights and Permits in relation to the Purchase Price, or otherwise, nor any representation or warranty of any nature regarding any economic, regulatory, or other benefit, if any, that Buyer may derive from the ownership of the Purchased Assets, Easement Rights and Permits.
Disclaimer of Seller. EXCEPT AS SET FORTH IN THIS AGREEMENT, ANY ANCILLARY AGREEMENT AND ANY INSTRUMENT DELIVERED PURSUANT THERETO AND EXCEPT FOR ANY WARRANTIES OF TITLE CONTAINED IN ANY DEED TO ANY OWNED REAL PROPERTY DELIVERED AT THE CLOSING, NONE OF THE SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE OR HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE BUSINESS OR ANY OF THE PURCHASED ASSETS. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.
Disclaimer of Seller. Notwithstanding anything contained in this Article III or any other provision of this Agreement, it is the explicit intent of the parties hereto that Seller is not making any representation or warranty whatsoever, express or implied, beyond those expressly given in Article III of this Agreement, including, without limitation, any implied warranty or representation as to the value, condition, merchantability or suitability as to any of the Company’s assets and, except as expressly provided in Article III of this Agreement and subject to the terms and conditions of Article VIII of this Agreement, it is understood that Buyer takes the Company as is and where is with all faults as of the Closing Date with any and all defects. It is understood that any cost estimates, forecasts, projections or other predictions contained or referred to in information or materials that have been or shall hereafter be provided to Buyer or any of its Affiliates or its or their Representatives (including the confidential offering memorandum, dated November 2006, any presentation by the management of the Company and any Offering Materials) are not and shall not be deemed to be representations and warranties of Seller or any of its Affiliates or its or their Representatives.
Disclaimer of Seller. (a) Except as expressly set forth in this Agreement and except for those items delivered pursuant to the terms of this Agreement, including Section 8.2, Purchaser acknowledges and agrees that Seller, or any member, shareholder, partner, director, officer, manager, person, firm, agent, employee or representative of, or acting or purporting to act on behalf of, Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to the Property. Seller is not liable or bound in any manner by any verbal or written statements, representations or information pertaining to the Property, or the operation thereof, furnished by any real estate broker or any agent or employee of Seller, except for those items delivered by or on behalf of Seller pursuant to the terms of this Agreement. Purchaser further acknowledges and agrees that except as expressly set forth in this Agreement, to the maximum extent permitted by law, that should the Closing occur, then the sale of the Property as provided for herein will be made on an “AS IS” condition and basis “WITH ALL FAULTS” as of the date hereof, reasonable wear and tear, and casualty and condemnation (as provided in Article 10) excepted. It is understood and agreed that the Purchase Price has been adjusted by prior negotiation to reflect that the Property is sold by Seller and purchased by Purchaser subject to the foregoing.
Disclaimer of Seller. (a) Except as expressly set forth in this Agreement, including Section 8.2, Purchaser acknowledges and agrees that Seller, or any member, shareholder, partner, director, officer, manager, person, firm, agent, employee or representative of, or acting or purporting to act on behalf of, Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to the Interests or the Property. Seller is not liable or bound in any manner by any verbal or written statements, representations or information pertaining to the Interests or the Property, or the operation thereof, furnished by any real estate broker or any agent or employee of Seller (other than as expressly set forth in the Agreement). Purchaser further acknowledges and agrees that except as expressly set forth in this Agreement, to the maximum extent permitted by law, that should the Closing occur, then the sale of the Interests and the Property as provided for herein will be made on an “AS IS” condition and basis “WITH ALL FAULTS”. It is understood and agreed that the Purchase Price has been adjusted by prior negotiation to reflect that the Interests and the Property are sold by Seller and purchased by Purchaser subject to the foregoing.
