Negation of Warranties Stanford provides ***** the rights granted in this Agreement AS IS and WITH ALL FAULTS. Stanford makes no representations and extends no warranties of any kind, either express or implied. Among other things, Stanford disclaims any express or implied warranty: (A) of merchantability, of fitness for a particular purpose; (B) of non-infringement; or (C) arising out of any course of dealing.
Exclusion of Warranties CUSTOMER HEREIN ACKNOWLEDGES THAT ALL EQUIPMENT TO BE RENTED FROM XXXXXXXX CAMERA WILL BE AS A RESULT OF CUSTOMER’S SOLE SELECTION, DISCRETION AND OPINION AS TO EQUIPMENT WHICH IT REQUIRES. ALL EQUIPMENT IS ACCEPTED BY CUSTOMER “AS IS”. NO WARRANTIES OR REPRESENTATIONS ARE MADE BY XXXXXXXX CAMERA OF ANY TYPE OR NATURE WHATSOEVER, EXPRESSED OR IMPLIED, REGARDING THE PERFORMANCE OF CAMERAS, SERVICES, SUPPLIES, FILM OR OTHER EQUIPMENT RENTED. XXXXXXXX CAMERA HEREIN EXPRESSLY EXCLUDES ANY AND ALL WARRANTIES, GUARANTEES, EXPRESSED OR IMPLIED, STATUTORY, BY OPERATION OF LAW, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT, UNDER NO CIRCUMSTANCES, SHALL XXXXXXXX CAMERA BE RESPONSIBLE OR LIABLE TO CUSTOMER OR ANYONE ELSE FOR ANY DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS OR OTHER DIRECT OR INDIRECT INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE ANY EQUIPMENT RENTED OR THE ALLEGED BREACH OF ANY AGREEMENT DESCRIBED HEREIN, EVEN IN THE EVENT THAT XXXXXXXX CAMERA OR XXXXXXXX CAMERA’S AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation of Warranties The warranties made by BNYM in this Schedule C, and the obligations of BNYM under this Schedule C, run only to Company and not to its affiliates, its customers or any other persons.
Disclaimers of Warranties PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES: THE SERVICES, INCLUDING THE SOFTWARE, PRODUCTS, OFFERINGS, CONTENT AND MATERIALS WITHIN THE SERVICES, ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, COMPATIBILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT. NEITHER US, NOR ANY OF OUR SUBSIDIARIES OR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS, OR SUPPLIERS WARRANT THAT ANY FUNCTION CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NEITHER US, NOR ANY OF OUR SUBSIDIARIES OR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY PRODUCTS, OFFERINGS, OR CONTENT, INCLUDING, WITHOUT LIMITATION, THE SERVICES, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THE AGREEMENT.
Seller’s Warranties 10.1 Each of the Sellers warrants to the Buyers, in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.
Company Warranties The Company represents and warrants to the Purchaser that:
Your Warranties You warrant that You have validly entered into this Agreement and have the legal power to do so.
Exclusions of Warranties THE SITE AND SERVICE AND RELATED DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF OUR SERVICE, AND OPERATION OF OUR SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. SOME STATES DO NOT ALLOW THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
Vendor’s Warranties CONTRACTOR irrevocably appoints the LEA its agent and attorney-in-fact during the term of this Agreement, so long as the LEA shall not be in default hereunder for the purpose of asserting from time to time whatever claims and rights which CONTRACTOR may have against the Vendor, including warranty claims with respect to the Accepted Buses, but for no other purpose whatsoever. The LEA’s sole remedy for the breach of a warranty shall be against the Vendor and not against CONTRACTOR, nor shall such matters have any effect whatsoever of this Agreement, including the LEA’s obligation to make timely Installment Payments hereunder. The LEA expressly acknowledges that CONTRACTOR makes, and has made, no representation or warranties whatsoever as to the existence or availability of such warranties from the Vendor.
Seller Warranties 20.1 The Seller warrants that at the Date of this Contract: (a) the Seller will be able to complete at Completion; (b) the Seller has no knowledge of any unsatisfied judgment, order or writ affecting the Land; (c) the Seller has no knowledge of any current or threatened claims, notices or proceedings that may lead to a judgment, order or writ affecting the Land; and (d) the Seller is not aware of any material change in the matters disclosed in the Housing Development Requirements. 20.2 The Seller warrants that on Completion: (a) the Seller will have the capacity to complete; (b) there will be no unsatisfied judgment, order or writ affecting the Land; (c) the Seller has no knowledge of any current or threatened claims, notices or proceedings that may lead to a judgment order or writ affecting the Land; and (d) the Seller is not aware of any encroachments by or upon the Land except as disclosed. This warranty does not extend to the location of any dividing fence. 20.3 The Seller gives no warranties as to the present state of repair of any of the Improvements or condition of the Land, except as required by law.
