Certain Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IT IS THE EXPLICIT INTENT OF EACH OF THE PARTIES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SELLER’S REPRESENTATIONS AND WARRANTIES IN ARTICLE IV, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE (WHETHER EXPRESS OR IMPLIED), AT LAW OR IN EQUITY, WITH RESPECT TO SELLER, THE COMPANY INTERESTS, THE COMPANIES, THE PIPELINE SYSTEM, THE ASSETS AND LIABILITIES OF THE COMPANIES OR THE ASSUMED LIABILITIES, AND SELLER EXPRESSLY DISCLAIMS ANY SUCH OTHER WARRANTIES (EXPRESS OR IMPLIED), INCLUDING AS TO THEIR (I) TITLE, (II) ABSENCE OF PATENT OR LATENT DEFECTS, (III) SAFETY, (IV) STATE OF REPAIR, (V) QUALITY, (VI) MERCHANTABILITY, (VII) FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR ANY USE OR PURPOSE WHATSOEVER, (VIII) COMPLIANCE WITH LAWS, (IX) ENVIRONMENTAL OR PHYSICAL CONDITION (SURFACE AND SUBSURFACE), (X) FEDERAL, STATE OR LOCAL INCOME OR OTHER TAX CONSEQUENCES, (XI) CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA, (XII) FINANCIAL VIABILITY, INCLUDING PRESENT OR FUTURE VALUE OR ANTICIPATED INCOME OR PROFITS, OR (XIII) CONFORMITY TO INFORMATION PROVIDED IN THE DUE DILIGENCE MATERIALS. BUYER AGREES TO ACCEPT THE COMPANY INTERESTS (INCLUDING ANY INDIRECT INTEREST SELLER HAS IN THE PIPELINE SYSTEM) “AS-IS”, “WHERE-IS”, IN THEIR PRESENT CONDITION AND STATE OF REPAIR, WITH ALL FAULTS, LIMITATIONS AND DEFECTS (HIDDEN AND APPARENT) AND, EXCEPT AS EXPRESSLY PROVIDED IN SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES IN ARTICLE IV, WITHOUT ANY GUARANTEES OR WARRANTIES (WHETHER EXPRESS OR IMPLIED), AT LAW OR IN EQUITY, AS TO THEIR (I) TITLE, (II) ABSENCE OF PATENT OR LATENT DEFECTS, (III) SAFETY, (IV) STATE OF REPAIR, (V) QUALITY, (VI) MERCHANTABILITY, (VII) FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR A PARTICULAR USE OR PURPOSE OR ANY USE OR PURPOSE WHATSOEVER, (VIII) COMPLIANCE WITH LAWS, (IX) ENVIRONMENTAL OR PHYSICAL CONDITION (SURFACE AND SUBSURFACE), (X) FEDERAL, STATE OR LOCAL INCOME OR OTHER TAX CONSEQUENCES, (XI) CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA, (XII) FINANCIAL VIABILITY, INCLUDING PRESENT OR FUTURE VALUE OR ANTICIPATED INCOME OR PROFITS, OR (XIII) CONFORMITY TO INFORMATION PROVIDED IN THE DUE DILIGENCE MATERIALS. ALL REPRESENTATIONS AND WARRANTIES (WHETHER EXPRESS OR IMPLIED), AT LAW OR IN EQUITY, OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN ARE EXCLUDED. SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STA...
Certain Disclaimers. Except as otherwise expressly set forth in this Purchase Agreement and the instruments, documents and agreements referred to herein or executed in connection with the transactions contemplated hereby:
Certain Disclaimers. (A) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE 3 OR THIS ARTICLE 4 OR ANY OTHER DOCUMENT REQUIRED TO BE EXECUTED AND DELIVERED BY OR ON BEHALF OF SELLER, (I) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AND (II) SELLER EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO PURCHASER OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO PURCHASER BY ANY MEMBER OF THE SELLER GROUP).
Certain Disclaimers. EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE 3 OR ARTICLE 4 OF THIS AGREEMENT OR IN THE TRANSACTION DOCUMENTS, INCLUDING THE CERTIFICATE OF SUCH SELLER TO BE DELIVERED PURSUANT TO SECTION 8.2(B), (A) SUCH SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AND (B) SUCH SELLER EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO THE PURCHASER OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO THE PURCHASER BY SUCH SELLER, ITS CURRENT AND FORMER AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR OTHER REPRESENTATIVES).
Certain Disclaimers. The Collateral Agent shall not be responsible to any Secured Creditor for: (a) the execution, delivery, effectiveness, genuineness, validity, enforceability or adequacy of this Agreement or any Security Document, (b) any recital, report, statement, document, certificate, warranty or representation made by or on behalf of any Person other than the Collateral Agent contained herein or therein or given or made in connection herewith or therewith, (c) the validity, enforceability, perfection, recordation, continued perfection or recordation, priority, adequacy or value, now or at any time in the future, of any security purported to be afforded hereby or by any of the Security Documents or (d) insuring the Collateral or paying any taxes, charges or assessments or discharging Liens on any Collateral. The Collateral Agent shall be under no obligation to any Secured Creditor to ascertain, inquire or give any notice relating to (x) the performance or observance by any Credit Party or any other Person of the terms or conditions of this Agreement, any Security Document or any Loan Document, (y) the business, operations or condition (financial or otherwise) of any Credit Party or any other Person or (z) the existence or possible existence of default or event of default under any Security Document or other Loan Document. The Collateral Agent shall not be deemed to have any knowledge or notice of the occurrence of any event of default under any Security Document or other Loan Document unless the Collateral Agent has received notice from a Credit Party or Secured Creditor referring to this Agreement, describing such event of default, and stating that such notice is a “notice of default.”
Certain Disclaimers. With respect to the White Label Application only, the following is added to the end of Section 9.4.2: “EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE WHITE LABEL APPLICATION AND ANY RELATED SERVICES ARE PROVIDED “AS IS.” EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MOBITV EXPRESSLY DISCLAIMS, TO THE BROADEST EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE WHITE LABEL APPLICATION AND ANY RELATED SERVICES, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SUBJECT TO THE SERVICE LEVEL AT&T CONFIDENTIAL& PROPRIETARY 11 AT&T Agreement No. 20100609.081.A.001 AGREEMENT BETWEEN THE PARTIES AND WITHOUT LIMITING THE FOREGOING, MOBITV DOES NOT WARRANT THAT USE OR OPERATION OF THE WHITE LABEL APPLICATION WILL BE ERROR-FREE OR UNINTERRUPTED.”
Certain Disclaimers. (a) The representations and warranties set forth in this Article 4 and in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Parties. Except as specifically set forth in this Article 4, or in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement, the XXX Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Parties, the Area A Interest, the Area A Assets, the Area A COOA or any other matter relating to the transactions contemplated by this Agreement.
Certain Disclaimers. (a) The representations and warranties set forth in this Article 5 and in the agreements, instruments, documents and certificates to be delivered by the Xxxxxxxx Parties at Closing are the only representations and warranties made by the Xxxxxxxx Parties. Except as specifically set forth in this Article 5, or in the agreements, instruments, documents and certificates to be delivered by the Xxxxxxxx Parties at Closing pursuant to this Agreement, the Xxxxxxxx Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the Xxxxxxxx Parties, the DBJV Interest, the DBJV Assets, the DBJV COOA or any other matter relating to the transactions contemplated by this Agreement.
Certain Disclaimers. Except for the representations and warranties expressly set forth in Article 3 and Article 4, none of the Company, Parent or Merger Sub is making and shall not be deemed to have made, nor will the Company, any stockholder of the Company or any other Person have or be subject to any liability arising out of, relating to or resulting from, any other representations or warranties, written or oral, statutory, express or implied (including with respect to merchantability or suitability or fitness for any particular purpose), as to the accuracy or completeness of any information regarding the Company, any Subsidiary of the Company, or the business, assets (including the condition, value, quality or suitability of any assets or the business) or liabilities of the Company or any Subsidiary of the Company. EACH OF PARENT AND MERGER SUB REPRESENTS, WARRANTS AND ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE 3, NONE OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY HAVE MADE, AND THE COMPANY AND ITS SUBSIDIARIES HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND EACH OF PARENT AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND IS NOT RELYING ON, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND EACH OF PARENT AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY STATEMENTS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS HERETOFORE FURNISHED OR MADE AVAILABLE TO PARENT AND ITS REPRESENTATIVES AND AFFILIATES BY OR ON BEHALF OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, THE COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY RELATING TO ANY ASSET (TANGIBLE, INTANGIBLE OR MIXED) OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, INCLUDING IMPLIED WARRANTIES OF FITNESS, NONINFRINGEMENT, MERCHANTABILITY OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Certain Disclaimers. Nothing in this Agreement shall (a) obligate Applied to use the Licensed Technology or Trademarks, or (b) to restrict or prohibit Applied from developing, making, using, marketing or otherwise distributing or promoting products and/or processes using, embodying, or competing with the Licensed Technology. No rights are granted to Technologies Limited by this Agreement in any Applied technology or in any Applied tangible, intangible or intellectual property, whether now in existence or hereafter conceived, developed, reduced to practice, discovered, owned, licensed, leased, sold and/or acquired by or for Applied relative to any products or property of Applied, regardless of nature or technical subject. 11.
