Common use of Disclaimer of Representations and Warranties Clause in Contracts

Disclaimer of Representations and Warranties. Each of JDSU (on behalf of itself and each member of the JDSU Group) and Lumentum (on behalf of itself and each member of the Lumentum Group) understands and agrees that, except as expressly set forth herein or in any Transaction Document, no party to this Agreement, any Transaction Document or any other agreement or document contemplated by this Agreement, or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assets, businesses or liabilities transferred or assumed as contemplated hereby or thereby; as to any approvals or notifications required in connection herewith or therewith; as to the value of any assets of such party; as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action or other asset, including any accounts receivable, of any party; or as to the legal sufficiency of any assignment, document, certificate or instrument delivered under this agreement to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement or in any Transaction Document, all such assets are being transferred on an “as is,” “where is” basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. (a) Each of JDSU BOLC (on behalf of itself and each member of the JDSU BOLC Group) and Lumentum NUVOLA (on behalf of itself and each member of the Lumentum NUVOLA Group) understands and agrees that, except as expressly set forth herein or in any Transaction DocumentAncillary Agreements, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of or freedom from any Security Interests of, or any other matter concerning, any assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other asset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all such assets are being transferred on an “"as is,” “" "where is” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied withSecurity Interest.

Disclaimer of Representations and Warranties. Each of JDSU Brink’s (on behalf of itself and each other member of the JDSU Brink’s Group) and Lumentum BHS (on behalf of itself and each other member of the Lumentum BHS Group) understands and agrees that, except as expressly set forth herein or in any Transaction DocumentAncillary Agreement, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement, or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assetsany Assets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of or freedom from any assets Security Interests of, or any other matter concerning, any Assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other assetAsset, including any accounts receivable, of any such party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all any such assets Assets are being transferred on an “as is,” “where is” basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (ia) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interestSecurity Interest, and (iib) any necessary approvals Governmental Approvals or notifications other Consents are not obtained or made or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. (a) Each of JDSU Parent (on behalf of itself and each member of the JDSU Parent Group) and Lumentum the Company (on behalf of itself and each member of the Lumentum Company Group) understands and agrees that, except as expressly set forth herein or in any Transaction DocumentAncillary Agreement, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting to any other party hereto or thereto in any way as to (i) the assetsAssets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; as to , (ii) any consents or approvals or notifications required in connection herewith or therewith; as to , (iii) the value of or freedom from any assets Security Interests of, or any other matter concerning, any Assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other assetAsset, including any accounts receivable, of any party; , or (iv) as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction Document, all such assets are being transferred on an “as is,” “where is” basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied with.Ancillary

Disclaimer of Representations and Warranties. Each of JDSU AT&T (on behalf of itself and each member of the JDSU AT&T Services Group) and Lumentum NCR (on behalf of itself and each member of the Lumentum NCR Group) understands and agrees that, except as expressly set forth herein or in any Transaction DocumentAgreement, no party to this Agreement, any Transaction Document Agreement or any other agreement or document contemplated by this Agreement, any Transaction Agreement either has or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assetsAssets, businesses or liabilities Liabilities retained, transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of or freedom from any assets Security Interests of, or any other matter concerning, any Assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other assetAsset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement or in any Transaction DocumentAgreement, all such assets Assets were, or are being, transferred, or are being transferred retained, on an “"as is,” “" "where is” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied withSecurity Interest.

Disclaimer of Representations and Warranties. (a) Each of JDSU ORACO (on behalf of itself and each member of the JDSU ORACO Group) and Lumentum MERC (on behalf of itself and each member of the Lumentum MERC Group) understands and agrees that, except as expressly set forth herein or in any Transaction DocumentAncillary Agreements, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of or freedom from any Security Interests of, or any other matter concerning, any assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other asset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all such assets are being transferred on an “"as is,” “" "where is” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied withSecurity Interest.

Disclaimer of Representations and Warranties. (a) Each of JDSU Parent (on behalf of itself and each member of the JDSU Parent Group) and Lumentum the Company (on behalf of itself and each member of the Lumentum Company Group) understands and agrees that, except as expressly set forth herein or in any Transaction DocumentAncillary Agreement, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting to any other party hereto or thereto in any way as to (i) the assetsAssets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; as to , (ii) any consents or approvals or notifications required in connection herewith or therewith; as to , (iii) the value of of, or freedom from any assets Security Interests of, or any other matter concerning, any Assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other assetAsset, including any accounts receivable, of any party; , or (iv) as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all such assets Assets are being transferred on an “"as is,” “" "where is” " basis (and, in the case of any real property, by means of a quitclaim or similar form of deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied withSecurity Interest.

Disclaimer of Representations and Warranties. (a) Each of JDSU QUALCOMM (on behalf of itself and each member of the JDSU QUALCOMM Group) and Lumentum Leap (on behalf of itself and each member of the Lumentum Leap Group) understands and agrees that, except as expressly set forth herein or in any Transaction DocumentAncillary Agreement, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of or freedom from any Security Interests of, or any other matter concerning, any assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other asset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all such assets are being transferred on an “"as is,” “" "where is” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied with.prove

Disclaimer of Representations and Warranties. (a) Each of JDSU CBI (on behalf of itself and each member of the JDSU CBI Group) and Lumentum CONVERGYS (on behalf of itself and each member of the Lumentum CONVERGYS Group) understands and agrees that, except as expressly set forth herein or in any Transaction DocumentAncillary Agreement, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assets, businesses or liabilities transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of or freedom from any security interests of, or any other matter concerning, any assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other asset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all such assets CONVERGYS Assets are being transferred on an “"as is,” “, where is” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) ), and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied with.the

Disclaimer of Representations and Warranties. Each of JDSU NCR (on behalf of itself and each member of the JDSU NCR Group) ), and Lumentum Teradata (on behalf of itself and each member of the Lumentum Teradata Group) understands and agrees that, except as expressly set forth herein or in any Transaction DocumentAncillary Agreement, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assetsAssets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals (including Governmental Approvals or notifications Consents) required in connection herewith or therewith; , as to the value of or freedom from any assets Security Interests of, or any other matter concerning, any Assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other assetAsset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all such assets Assets are being transferred on an “as is,” “where is” basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied withSecurity Interest.

Disclaimer of Representations and Warranties. (a) Each of JDSU DHPI (on behalf of itself and each member of the JDSU DHPI Group) and Lumentum RP (on behalf of itself and each member of the Lumentum RP Group) understands and agrees that, except as expressly set forth herein or in any Transaction DocumentAncillary Agreement, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of or freedom from any Security Interests of, or any other matter concerning, any assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other asset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all such assets are being transferred on an “"as is,” “" "where is” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied withSecurity Interest.

Disclaimer of Representations and Warranties. (a) Each of JDSU Parent (on behalf of itself and each member of the JDSU Parent Group) and Lumentum the Company (on behalf of itself and each member of the Lumentum Company Group) understands and agrees that, except as expressly set forth herein or in any Transaction DocumentAncillary Agreement, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting to any other party hereto or thereto in any way as to (i) the assetsAssets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; as to , (ii) any consents 17 18 or approvals or notifications required in connection herewith or therewith; as to , (iii) the value of of, or freedom from any assets Security Interests of, or any other matter concerning, any Assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other assetAsset, including any accounts receivable, of any party; , or (iv) as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all such assets Assets are being transferred on an “"as is,” “" "where is” " basis (and, in the case of any real property, by means of a quitclaim or similar form of deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied withSecurity Interest.

Disclaimer of Representations and Warranties. (a) Each of JDSU AT&T (on behalf of itself and each member of the JDSU AT&T Services Group), Lucent (on behalf of 30 itself and each member of the Lucent Group) and Lumentum NCR (on behalf of itself and each member of the Lumentum NCR Group) understands and agrees that, except as expressly set forth herein (including in Section 7.2(g)) or in any Transaction DocumentAncillary Agreement, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assetsAssets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of or freedom from any assets Security Interests of, or any other matter concerning, any Assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other assetAsset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all such assets Assets are being transferred on an “"as is,” “" "where is” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied withSecurity Interest.

Disclaimer of Representations and Warranties. (a) Each of JDSU STEI (on behalf of itself and each member of the JDSU STEI Group) and Lumentum SQRI (on behalf of itself and each member of the Lumentum SQRI Group) understands and agrees that, except as expressly set forth herein or in any Transaction DocumentAncillary Agreements, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of or freedom from any Security Interests of, or any other matter concerning, any assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other asset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all such assets are being transferred on an “"as is,” “" "where is” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied withSecurity Interest.

Disclaimer of Representations and Warranties. (a) Each of JDSU CBI (on behalf of itself and each member of the JDSU CBI Group) and Lumentum CONVERGYS (on behalf of itself and each member of the Lumentum CONVERGYS Group) understands and agrees that, except as expressly set forth herein or in any Transaction DocumentAncillary Agreement, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assets, businesses or liabilities transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of or freedom from any security interests of, or any other matter concerning, any assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other asset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all such assets CONVERGYS Assets are being transferred on an “"as is,” “, where is” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) ), and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. (a) Each of JDSU AT&T (on behalf of itself and each member of the JDSU AT&T Services Group) and Lumentum ), Lucent (on behalf of itself and each member of the Lumentum Lucent Group) and NCR (on behalf of itself and each member of the NCR Group) understands and agrees that, except as expressly set forth herein (including in Section 7.2(g)) or in any Transaction DocumentAncillary Agreement, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assetsAssets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of or freedom from any assets Security Interests of, or any other matter concerning, any Assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other assetAsset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all such assets Assets are being transferred on an “"as is,” “" "where is” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied withSecurity Interest.

Disclaimer of Representations and Warranties. Each of JDSU ATI (on behalf of itself and each member of ATI, including TII) and Teledyne Technologies (on behalf of itself and each member of the JDSU Group) and Lumentum (on behalf of itself and each member of the Lumentum Teledyne Technologies Group) understands and agrees that, except as expressly set forth herein or in any Transaction DocumentAncillary Agreement, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assetsAssets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; thereby (including whether an Asset is Year 2000 Compliant), as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of or freedom from any assets Security Interests of, or any other matter concerning, any Assets of such party; , or as to the absence of any defenses or right rights of setoff or freedom from counterclaim counterclaims with respect to any action claim or other assetAsset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except Without limiting the scope of the foregoing, no party makes any representations or warranties as may expressly be set forth in this Agreement or in any Transaction Document, all such assets are being transferred on an “as is,” “where is” basis (and, in to the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove Intellectual Property sought to be insufficient to vest in the transferee good titletransferred herein, including, without limitation, whether such Intellectual Property or any portion thereof is valid, enforceable, freely transferable, free and clear of liens (except permitted liens) or sufficient and complete in order to conduct the Teledyne Technologies Business, whether any security interestparty herein owns, and (ii) has the exclusive right to use or has the ability to practice such Intellectual Property or any necessary approvals portion thereof, or notifications are not obtained whether such Intellectual Property or made or that the operation of any requirements aspect of laws or judgments are not complied with.the

Disclaimer of Representations and Warranties. (a) Each of JDSU QUALCOMM (on behalf of itself and each member of the JDSU QUALCOMM Group) and Lumentum Leap (on behalf of itself and each member of the Lumentum Leap Group) understands and agrees that, except as expressly set forth herein or in any Transaction DocumentAncillary Agreement, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of or freedom from any Security Interests of, or any other matter concerning, any assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other asset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all such assets are being transferred on an “"as is,” “" "where is” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied withSecurity Interest.

Disclaimer of Representations and Warranties. (a) Each of JDSU Collagen (on behalf of itself and each member of the JDSU Collagen Group) and Lumentum Technologies (on behalf of itself and each member of the Lumentum Technologies Group) understands and agrees that, except as expressly set forth herein in this Agreement or in any Transaction DocumentAncillary Agreement, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assetsAssets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of or freedom from any assets Security Interests of, or any other matter concerning, any Assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other assetAsset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereofEffective Date. Except as may expressly be set forth in this Agreement or in any Transaction DocumentAncillary Agreement, all such assets Assets are being transferred on an “"as is,” “" "where is” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and and, except as otherwise provided herein, the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied withSecurity Interest.

Disclaimer of Representations and Warranties. (a) Each of JDSU Astronics (on behalf of itself and each member of the JDSU Astronics Group) ), and Lumentum MOD-PAC (on behalf of itself and each member of the Lumentum MOD-PAC Group) understands and agrees that, except as expressly set forth herein or in any Transaction DocumentAncillary Agreement, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assetsAssets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of of, or any assets other matter concerning, any Assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other assetAsset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all such assets Assets are being transferred on an “"as is,” “" "where is” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. (a) Each of JDSU Lucent (on behalf of itself and each member of the JDSU Lucent Group) ), and Lumentum Avaya (on behalf of itself and each member of the Lumentum Avaya Group) understands and agrees that, except as expressly set forth herein (including in Section 7.2(g)) or in any Transaction DocumentAncillary Agreement, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assetsAssets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of or freedom from any assets Security Interests of, or any other matter concerning, any Assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other assetAsset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all such assets Assets are being transferred on an “"as is,” “" "where is” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interestSecurity Interest, and (ii) any necessary consents or approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. (a) Each of JDSU Lucent (on behalf of itself and each member of the JDSU Lucent Group) ), and Lumentum Avaya (on behalf of itself and each member of the Lumentum Avaya Group) understands and agrees that, except as expressly set forth herein herein) or in any Transaction DocumentAncillary Agreement, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assetsAssets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of or freedom from any assets Security Interests of, or any other matter concerning, any Assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other assetAsset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all such assets Assets are being transferred on an “"as is,” “" "where is” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interestSecurity Interest, and (ii) any necessary consents or approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. (a) Each of JDSU Rubicon (on behalf of itself and each member of the JDSU Rubicon Group) and Lumentum DAC (on behalf of itself and each member of the Lumentum DAC Group) understands and agrees that, except as expressly set forth herein or in any Transaction DocumentAncillary Agreements, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of or freedom from any Security Interests of, or any other matter concerning, any assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other asset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all such assets are being transferred on an “as is,” “where is” basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied withSecurity Interest.

Disclaimer of Representations and Warranties. (a) Each of JDSU Eastside (on behalf of itself and each member of the JDSU Eastside Group) and Lumentum MWW (on behalf of itself and each member of the Lumentum MWW Group) understands and agrees that, except as expressly set forth herein or in any Transaction DocumentAncillary Agreements, no party to this Agreement, any Transaction Document Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assets, businesses or liabilities Liabilities transferred or assumed as contemplated hereby or thereby; , as to any consents or approvals or notifications required in connection herewith or therewith; , as to the value of or freedom from any Security Interests of, or any other matter concerning, any assets of such party; , or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action claim or other asset, including any accounts receivable, of any party; , or as to the legal sufficiency of any assignment, document, certificate document or instrument delivered under this agreement hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in this Agreement herein or in any Transaction DocumentAncillary Agreement, all such assets are being transferred on an “as is,” “where is” basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied withSecurity Interest.