Absence of Other Warranties Sample Clauses

Absence of Other Warranties. Except as and to the extent expressly set forth in this Agreement, GCSI does not make any representation or warranty whatsoever, and disclaims any liability and responsibility for any statement or information not contained in this Agreement or any Disclosure Schedule or any document contemplated hereby made or communicated, by oversight or otherwise (orally or in writing), to Buyer (including, without limitation, any opinion, information, projection, statement or advice provided by any employee, officer, agent, stockholder or other representative of GCSI or its Subsidiaries in connection with the transactions contemplated hereby). Without limiting the foregoing, Buyer acknowledges that any estimates of future profitability of the Business based upon any financial statements or other financial information provided to Buyer by GCSI or its Subsidiaries are inherently uncertain and subject to a variety of variables which are difficult or impossible to predict.
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Absence of Other Warranties. Except as and to the extent of the representations and warranties expressly set forth in Article 5 of this Agreement, the Seller (a) makes no representations or warranties whatsoever in connection with the transactions contemplated hereby, and (b) disclaims any liability and responsibility for any negligent representation, warranty, statement or information otherwise made or communicated, by oversight or otherwise (orally or in writing), to the Buyer in connection with the transactions contemplated hereby (including without limitation, any opinion, information, projection, statement or advice which may have been provided to the Buyer by any employee, officer, agent, stockholder or other representative of the Seller in connection with the transactions contemplated hereby). For purposes of this Agreement, the term "knowledge of the Seller" or similar qualifiers shall be limited to the actual knowledge of any of those officers and employees of Seller listed on Schedule 5.17(a) hereto.
Absence of Other Warranties. Except as set forth in this Agreement, the Sellers do not make any representation or warranty whatsoever, and, except in the case of fraud, disclaim any liability and responsibility for any statement or information not contained in this Agreement or the Disclosure Schedule or any document contemplated hereby made or communicated, by oversight or otherwise (orally or in writing), to the Buyer (including, without limitation, any opinion, information, projection, statement or advice provided by any employee, officer, manager, director, agent, member or other representative of TARGET or its Subsidiaries in connection with the Transactions). Without limiting the foregoing, the Buyer acknowledges that any estimates of future profitability of the Business based upon any financial statements, business plans, projections or other financial information provided to the Buyer by or on behalf of the Sellers are inherently uncertain and subject to a variety of variables which are difficult or impossible to predict.
Absence of Other Warranties. Except as and to the extent expressly set forth in this Agreement, the Company does not make any representation or warranty whatsoever, and disclaims any liability and responsibility for any statement or information not contained in this Agreement, the Disclosure Schedule, any Supplemental Disclosure Schedule(s) and the certificate to be delivered by the Company at Closing pursuant to Section 3.1(g)(i).
Absence of Other Warranties. Except as and to the extent expressly set forth in this Agreement, neither Contributor nor Contributor GP (i) makes any representations or warranties whatsoever, and (ii) each disclaims any liability and responsibility for any negligent representation, warranty, statement or information made or communicated, by oversight or otherwise (orally or in writing), to the Partnership (including without limitation, any opinion, information, projection, statement or advice which may have been provided to the Partnership by any employee, officer, agent, stockholder or other representative of Contributor or the Contributor GP in connection with the transactions contemplated hereby). For purposes of this Agreement, the term "knowledge of Contributor", "knowledge of Contributor GP" or similar qualifiers shall be limited to the actual knowledge of any of the officers and employees of the Contributor or the Contributor GP listed on SCHEDULE 4.16 hereto.
Absence of Other Warranties. Except as and to the extent expressly set forth in this Agreement, the Partnership (i) makes no representations or warranties whatsoever, and (ii) disclaims any liability and responsibility for any negligent representation, warranty, statement or information made or communicated, by oversight or otherwise (orally or in writing), to the Contributor (including without limitation, any opinion, information, projection, statement or advice which may have been provided to the Contributor by any employee, officer, agent, stockholder or other representative of the Partnership in connection with the transactions contemplated hereby). For purposes of this Agreement, the term "knowledge of the Partnership" or similar qualifiers shall be limited to the actual knowledge of any of the officers and employees of the Partnership listed on SCHEDULE 5.22 hereto.
Absence of Other Warranties. Except as and to the extent expressly set forth in this Article III, the Seller does not make any representation or warranty whatsoever, and the Seller expressly disclaims any liability and responsibility for any statement or information not contained in this Agreement, any certificates delivered by or on behalf of Seller pursuant to Article VII, or any other document contemplated hereby made or communicated, by oversight or otherwise (orally or in writing), to the Buyer (including, without limitation, any opinion, information, projection, statement or advice provided by any employee, officer, director, agent, stockholder or other representative of any of the Companies or any of the Subsidiaries in connection with the transactions contemplated hereby). Without limiting the foregoing, the Buyer acknowledges that any estimates of future profitability of the Business based upon any financial statements, business plans, projections or other financial information provided to the Buyer by or on behalf of the Seller are inherently uncertain and subject to a variety of variables which are difficult or impossible to predict.
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Absence of Other Warranties 

Related to Absence of Other Warranties

  • Disclaimer of Other Warranties EXCEPT AS OTHERWISE EXPRESSLY ------------------------------ PROVIDED HEREIN, THE SALE OF THE EQUIPMENT IS HEREBY MADE ON AN "AS-IS WHERE-IS" BASIS. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO (i) THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION OF THE FOREGOING, ITS SELECTION, QUALITY, DESIGN, CAPACITY, CONDITION, MERCHANTABILITY OR ITS FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE AND FREEDOM FROM CLAIMS OF COPYRIGHT OR PATENT INFRINGEMENT OR ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR NEGLIGENCE, (ii) THE FREEDOM OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) FROM ANY LATENT OR OTHER DEFECT (WHETHER OR NOT DISCOVERABLE), (iii)THE COMPLIANCE OF ANY OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) WITH ANY APPLICABLE LAWS OR REGULATIONS, (iv) THE CREDITWORTHINESS OF EACH LESSEE OR ANY OTHER PERSON UNDER THE LEASES AND THE TRANSACTION DOCUMENTS, (v) THE COLLECTIBILITY OF ANY AMOUNT UNDER THE LEASES AND ANY OF THE TRANSACTION DOCUMENTS, (vi) THE TAX CHARACTERIZATION OF THE LEASES, OR (vii) THE DUE AUTHORIZATION, EXECUTION AND DELIVERY BY, OR THE ENFORCEABILITY AGAINST, ANY PERSON WHO IS OR HAS BEEN A PARTY TO THE LEASES AND ANY OF THE TRANSACTION DOCUMENTS (WITH THE EXCEPTION OF THE SELLER) AND SELLER HEREBY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES.

  • No Other Warranties EXCEPT AS OTHERWISE EXPRESSLY STATED IN SECTION 4.2 OF THIS AGREEMENT, THE SHAREHOLDER INTERNET SERVICES ARE PROVIDED “AS-IS,” ON AN “AS AVAILABLE” BASIS, AND TRANSFER AGENT HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH SERVICES PROVIDED BY TRANSFER AGENT HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

  • Other Warranties EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE ASSET, OR ANY OTHER MATTER AND, IN PARTICULAR, SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

  • Further Warranties The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

  • No Other Representations or Warranties; Non-Reliance Except for the express written representations and warranties made by the Company in this Article V, neither the Company nor any other Person makes any express or implied representation or warranty regarding the Company or any of its Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreement, and the Company expressly disclaims any other representations or warranties and each of Parent and Merger Sub acknowledge and agree that it has relied solely on the results of its and its Affiliates’ and their respective Representatives’ independent investigations, and none of Parent, Merger Sub or any of their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Company or any of its Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated by this Agreement, other than the express written representations and warranties expressly set forth in this Article V.

  • Disclaimer of Other Representations or Warranties Except as previously set forth in this Section 2 or in any certificate delivered by the Company to Parent and/or Merger Sub pursuant to this Agreement, the Company makes no representation or warranty, express or implied, at law or in equity, with respect to it or any of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed.

  • No Other Warranty EXCEPT FOR THE EXPRESS WARRANTY SET OUT IN SUBSECTION (a) ABOVE, THE INTERNET DATA CENTER SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE INTERNET DATA CENTER SERVICES IS AT ITS OWN RISK. EXODUS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXODUS DOES NOT WARRANT THAT THE INTERNET DATA CENTER SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

  • No Other Representations or Warranties; Schedules Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), none of Sellers nor any other Person makes any other express or implied representation or warranty with respect to Sellers, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and each Seller disclaims any other representations or warranties, whether made by Sellers, any Affiliate of Sellers, or any of Sellers’ or their Affiliates respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Schedules hereto), each Seller (a) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (b) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent or Purchaser by any director, officer, employee, agent, consultant, or representative of Sellers or any of its Affiliates). Sellers make no representations or warranties to Parent or Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter would result in a Seller Material Adverse Effect.

  • No Implied Warranties Excluding any representation or warranty set forth in Section 11 of this Agreement or in the Other Documents, Seller hereby specifically disclaims: (a) all warranties implied by law arising out of or with respect to the execution of this Agreement, any aspect or element of the Property, or the performance of Seller’s obligations hereunder including, without limitation, all implied warranties of merchantability, habitability and/or fitness for a particular purpose; and (b) any warranty, guaranty or representation, oral or written, past, present or future, of, as to, or concerning (i) the nature and condition of the Property or other items conveyed hereunder, including, without limitation, the water, soil, and geology, the suitability thereof and of the Property or other items conveyed hereunder for development or for any and all other activities and uses which Buyer may elect to conduct thereon, the existence of any environmental hazards or conditions thereon (including but not limited to the presence of asbestos or other Hazardous Substances) or compliance with applicable Environmental Laws; (ii) the nature and extent of any right-of-way, lease, possession, lien, encumbrance, license, reservation, condition or otherwise; and (iii) the compliance of the Property or other items conveyed hereunder or its operation with any Governmental Regulations. [***] Buyer’s Initials

  • Warranties and Absence of Defaults In order to induce Agent to enter into this Amendment, each Company hereby warrants to Agent, as of the date hereof, that the representations and warranties of Companies contained in the Loan Agreement are true and correct as of the date hereof as if made on the date hereof (other than those which, by their terms, specifically are made as of certain dates prior to the date hereof).

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