Limitation on Representations and Warranties of Seller Sample Clauses

Limitation on Representations and Warranties of Seller. In no event shall Buyer be entitled to seek recovery against Seller for an alleged breach of any representation or warranty by Seller if the information, transaction, or occurrence alleged to give rise to such breach was disclosed to, made available to or discovered by Buyer, whether in the course of its review of the Records and Plans or otherwise, prior to the Close of Escrow (the sole adjustment with respect to same being as set forth in SECTION 6.7 below). Without limiting the foregoing, each of the representations and warranties by Seller set forth herein shall be deemed to be qualified in their entirety by the Specific Disclosure Matters in addition to any other qualifications of such representations and warranties.
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Limitation on Representations and Warranties of Seller. Except ------------------------------------------------------ as expressly set forth in Section 11.2, Seller has made no representations or warranties of any kind whatsoever with respect to the Property and Buyer hereby acknowledges that except as expressly set forth in Section 11.2, Buyer is purchasing the Property in an "AS-IS" and "WHERE IS" condition as of the Closing Date subject to all facts, circumstances, conditions and defects. Buyer further acknowledges that Buyer has conducted, or will prior to the expiration of the Due Diligence Period conduct, physical inspections of the Property and undertake such investigation with respect to the Property as Buyer has deemed necessary or appropriate including, but without limitation, a review of all environmental matters with respect to the Property, the physical aspects of the Property including the physical aspects of all Improvements, all zoning and building code requirements in connection with the Property, the availability of all utilities with respect to the Property, and any and all other matters relating to the Property which Buyer has considered appropriate to investigate. Except as expressly set forth in Section 11.2, no representations or warranties have been made or are made and no responsibility has been or is assumed by Seller or by any partner, officer, person, firm, agent or representative acting or purporting to act on behalf of Seller as to any matters concerning the Property, including, without limitation, the condition or repair of the Property or the value, expense of operation or income potential thereof or as to any other fact or condition which has or might affect the Property or the condition, repair, value, expense of operation or income potential of the Property or any portion thereof. The parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Agreement and the exhibits hereto annexed, which alone fully and completely express their agreement, and that this Agreement has been entered into with the Buyer satisfied that the Seller has afforded and will afford pursuant to the provisions of this Agreement Buyer with the opportunity for full investigation of the Property. Buyer is not relying upon any statement or representation by Seller unless such statement or representation is specifically included in Section 11.2. Buyer acknowledges that Seller has requested Buyer to inspect fully the Propert...
Sample 1
Limitation on Representations and Warranties of Seller. Except for the express representations and warranties of Seller set forth in Paragraph 6(a) of this Agreement, Buyer confirms, acknowledges, and agrees that Seller: (i) makes no representation or warranty with respect to, and assumes no responsibility with respect to any statement, warranties or representations made by Borrower in or in connection with, the Loan or any Loan Document; (ii) makes no representation or warranty, and assumes no responsibility with respect to, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan or any Loan Document or any other instrument or document finished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or any Guarantor; and (iv) makes no representation or warranty and assumes no responsibility with respect to the performance or observance by Borrower or any Guarantor of any of its obligations with respect to the Loan or under any Loan Document or any other instrument or document furnished pursuant thereto.
Sample 1
Limitation on Representations and Warranties of Seller. EXCEPT AS PROVIDED IN PARAGRAPHS 6.1 – 6.11 ABOVE, (i) SELLER DOES NOT REPRESENT OR WARRANT THE PATENTABILITY OF ANY CLAIMED INVENTION IN, OR THE VALIDITY OF ANY PATENT; (ii) SELLER DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, USE, SALE, OFFERING FOR SALE, IMPORTATION, EXPORTATION OR OTHER DISTRIBUTION OF ANY PRODUCT OR METHOD DISCLOSED AND CLAIMED IN ANY PATENT BY PURCHASER OR ANY SUBLICENSEE OR ANYONE ELSE SHALL NOT CONSTITUTE AN INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS; AND (iii) SELLER DOES NOT MAKES ANY REPRESENTATIONS, OR EXTEND ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PATENT OR ANY PRODUCT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Sample 1

Related to Limitation on Representations and Warranties of Seller

  • Limitation on Representations and Warranties PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS MASTER PURCHASE AND SALE AGREEMENT, ANY INDIVIDUAL PURCHASE AND SALE AGREEMENT AND/OR IN ANY OF THE DOCUMENTS DELIVERED AT CLOSING, NEITHER THE SELLER, THE FRANCHISOR, OPERATING TENANT, THE EMPLOYER OR ANY OF THEIR AFFILIATES, NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, NOR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING, HAVE MADE ANY REPRESENTATION, WARRANTY, GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH RESPECT TO THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY REPRESENTATION OR WARRANTY AS TO (A) THE CONDITION, SAFETY, QUANTITY, QUALITY, USE, OCCUPANCY OR OPERATION OF THE PROPERTY, (B) THE PAST, PRESENT OR FUTURE REVENUES OR EXPENSES WITH RESPECT TO THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY, (C) THE COMPLIANCE OF THE PROPERTY OR THE BUSINESS WITH ANY ZONING REQUIREMENTS, BUILDING CODES OR OTHER APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT OF 1990, (D) THE ACCURACY OF ANY ENVIRONMENTAL REPORTS OR OTHER DATA OR INFORMATION SET FORTH IN THE SELLER DUE DILIGENCE MATERIALS PROVIDED TO PURCHASER WHICH WERE PREPARED FOR OR ON BEHALF OF THE SELLER, OR (E) ANY OTHER MATTER RELATING TO THE SELLER, THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY.

  • Limitations on Representations and Warranties Except for the representations and warranties specifically set forth in this Agreement, neither Purchaser nor any of its agents, Affiliates or representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to Seller, express or implied, at law or in equity, with respect to the transactions contemplated hereby, and Purchaser hereby disclaims any such representation or warranty whether by Purchaser or any of its officers, directors, employees, agents or representatives or any other Person.

  • Certain Representations and Warranties of DST DST represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

  • Certain Representations and Warranties of Fund Fund represents and warrants to Service Company that:

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to the Company and each Shareholder as follows:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Covenants, Representations, and Warranties of Servicer By its execution and delivery of this Agreement, the Servicer makes the following representations, warranties and covenants on which the Trust Collateral Agent relies in accepting the Receivables and on which the Trustee relies in authenticating the Notes.

  • REPRESENTATIONS AND WARRANTIES OF MSS MSS represents and warrants to the Trust that:

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