Certain Disclaimers Sample Clauses

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 ▇▇▇ Parties at Closing pursuant to this Agreement are the only representations and warranties made by the ▇▇▇ Parties. Except as specifically set forth in this Article 4, or in the agreements, instruments, documents and certificates to be delivered by the ▇▇▇ Parties at Closing pursuant to this Agreement, the ▇▇▇ Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the ▇▇▇ 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. (b) WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(a), EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS ARTICLE 4 OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED BY THE ▇▇▇ PARTIES AT CLOSING PURSUANT TO THIS AGREEMENT, THE ▇▇▇ PARTIES FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING (I) TITLE TO THE AREA A INTEREST OR ANY OF THE AREA A ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA, (III) ANY ESTIMATES OF THE VALUE OF THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, OR (IV) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A ASSETS, AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A ASSETS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, THE AREA A ASSETS, THE AREA A COOA AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT THE ▇▇▇▇▇▇▇▇ PARTIES SHALL CAUSE TO BE MADE SUCH INSPECTIONS AS THE ▇▇▇▇▇▇▇▇ PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable Law.

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: (a) Buyer expressly acknowledges that neither Seller, nor any other Person has made any representation or warranty, express or implied, at law or in equity, as to the accuracy or completeness of any information regarding the Purchased Assets or the Assumed Liabilities, except as expressly set forth in this Purchase Agreement or the Exhibits and Schedules hereto, and Buyer further agrees that neither Seller, nor any other Person shall have or be subject to any liability to Buyer or to any other Person resulting from the distribution to Buyer, or its or their use of, and Buyer agrees that it shall be deemed to have not relied for any purpose on, any such information, and any information, document or material made available to Buyer, including certain “data rooms” (including electronic “data rooms”), management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information; and (b) Buyer expressly acknowledges (i) the disclaimers of Seller, including those set forth in Sections 5.1, 5.2 and 5.3(a) above, and (ii) that there are uncertainties inherent in any estimates, projections and other forecasts and plans provided by the Seller to Buyer, that Buyer is aware of and familiar with such uncertainties and that Buyer takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) in connection with the transactions contemplated by this Purchase Agreement. Accordingly, neither Seller nor any of Seller’s Affiliates makes any representations or warranties with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). Buyer acknowledges that it has had sufficient opportunity to make whatever investigation it has deemed necessary and advisable for purposes of determining whether or not to enter into this Purchase Agreement.

Certain Disclaimers. 6.1 “AS IS, WHERE IS”. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS PURCHASE AGREEMENT, IT IS THE EXPLICIT INTENT OF EACH OF THE PARTIES THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, 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 INLAND SHARES, INLAND, THE ASSETS AND LIABILITIES OF INLAND OR THE ASSUMED LIABILITIES, AND SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, CONDITION OR FITNESS FOR A PARTICULAR PURPOSE OR ORDINARY PURPOSE OR ANY REPRESENTATION OR WARRANTY AS TO VALUE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER SHALL CONVEY TO BUYER THE INLAND SHARES IN THEIR PRESENT CONDITION AND STATE OF REPAIR, WITH ALL FAULTS, LIMITATIONS AND DEFECTS (HIDDEN AND APPARENT) AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, WITHOUT ANY GUARANTEES OR WARRANTIES (WHETHER EXPRESS OR IMPLIED), AS TO THEIR TITLE, QUALITY, MERCHANTABILITY OR THEIR FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR A PARTICULAR USE OR PURPOSE OR ANY USE OR PURPOSE WHATSOEVER. BUYER AGREES TO ACCEPT THE INLAND SHARES “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 HEREIN, WITHOUT ANY GUARANTEES OR WARRANTIES (WHETHER EXPRESS OR IMPLIED), AT LAW OR IN EQUITY, AS TO THEIR TITLE, QUALITY, MERCHANTABILITY OR THEIR FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR A PARTICULAR USE OR PURPOSE OR ANY USE OR PURPOSE WHATSOEVER, OR ANY REPRESENTATION OR WARRANTY AS TO VALUE. ALL REPRESENTATIONS AND WARRANTIES (WHETHER EXPRESS OR IMPLIED), AT LAW OR IN EQUITY, OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN, ARE EXCLUDED. SELLER AND THE OTHER MEMBERS OF THE BP GROUP DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (WHETHER ORALLY OR IN WRITING) TO BUYER OR THE OTHER MEMBERS OF BUYER GROUP, INCLUDING WITH RESPECT TO SELLER, INLAND, THE INLAND SHARES, THE ASSETS AND LIABILITIES OF INLAND, THE PIPELINE SYSTEM OR THE ASSUMED LIABILITIES. BUYER ACKNOWLEDGES AND AGREES THAT IT HAS HAD SUFFICIENT OPPORTUNITY TO CONDUCT WHATEVER INVESTIGATION IT HAS DEEMED NECESSARY AND ADVISABLE FOR PURPOSES OF DETERMINING WHETHER OR NOT TO ENTER INTO THIS PURCHASE AGREEMENT.

Certain Disclaimers. (a) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS ARTICLE 3, THE CONTRIBUTORS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. (b) THE CONTRIBUTORS ACKNOWLEDGE THAT EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE 4 OR ARTICLE 5, THERE ARE NO REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, BY ACQUIRER OR THE PARTNERSHIP. (c) FOR PURPOSES OF CLARITY, NOTHING IN THIS SECTION 3.18 IS INTENDED TO LIMIT THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE ANY PARTY IN ANOTHER WRITTEN AGREEMENT EXECUTED BY SUCH PARTY IN CONNECTION HEREWITH, INCLUDING WITHOUT LIMITATION THE TRANSFER DOCUMENTS, STORAGE THROUGHPUT AND HANDLING AGREEMENT, SECONDMENT AGREEMENT AND REGISTRATION RIGHTS AGREEMENT.

Certain Disclaimers. EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS ARTICLE 5 OR ANY OTHER DOCUMENT REQUIRED TO BE EXECUTED AND DELIVERED BY OR ON BEHALF OF PURCHASER, (I) PURCHASER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AND (II) PURCHASER EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO SELLER OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO SELLER BY ANY MEMBER OF THE PURCHASER GROUP).

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 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. 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 Equipments 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.

Certain Disclaimers. Notwithstanding any other term herein, no party will be obligated to any other Person for any punitive damages or losses based thereon relating to the breach of any representation, warranty, covenant or agreement herein, unless such damages or losses are incurred in a third party claim related to such breach. Notwithstanding any other term herein, other than as expressly made by the Company in Article IV, the Company has not made (and no Person on behalf of the Company has made), nor will the Company (or any other Person) have or be subject to any liability arising out of, relating to or resulting from, any representation or warranty or similar assurance (whether direct or indirect, written or oral, or statutory, express or implied), including in each case regarding (a) any information or document given or made available (or not given or made available) to the Investor or any Person on Investor’s behalf regarding the Company, (b) the effect of any of the transactions contemplated herein or the reaction thereto of any Person or (c) any forward-looking statement relating to the Company (including any underlying assumption). The Investor hereby expressly assumes all risks arising out of, relating to or resulting from, and the Investor hereby disclaims all reliance upon, the matters in the preceding sentence (other than as expressly made by the Company in Article IV). The Company disclaims any express or implied warranty relating to the Securities or the Company, except as expressly set forth in Article IV. Notwithstanding anything herein to the contrary, nothing in this Agreement shall limit or otherwise restrict a fraud claim brought by the Investor.