Common use of Disclaimer of Representations and Warranties Clause in Contracts

Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE SEPARATION AND DISTRIBUTION AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LSC EXCLUSIVE DATA AND THE LSC SHARED DATA ARE PROVIDED AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITIES ARISING FROM OR RELATING TO THE USE AND ENFORCEMENT OF SUCH DATA, AND EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OR ENFORCEABILITY.

Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE SEPARATION AND DISTRIBUTION AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LSC EXCLUSIVE DATA ASSIGNED TRADEMARKS, INDIAN HEAD TRADEMARKS, INK TRADEMARKS AND THE LSC SHARED DATA RRD TRANSITIONAL TRADEMARKS, AS APPLICABLE, ARE PROVIDED ASSIGNED OR LICENSED UNDER THIS AGREEMENT AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITIES ARISING FROM OR RELATING TO THE USE AND ENFORCEMENT OF SUCH DATATRADEMARK RIGHTS ASSIGNED OR LICENSED UNDER THIS AGREEMENT, AND EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OR ENFORCEABILITY.

Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE SEPARATION AND DISTRIBUTION AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ASSIGNED COPYRIGHTS, ASSIGNED SOFTWARE, LICENSED SOFTWARE, LSC EXCLUSIVE DATA LICENSED TRADE SECRETS AND THE LSC SHARED DATA RRD LICENSED TRADE SECRETS, AS APPLICABLE, ARE PROVIDED LICENSED UNDER THIS AGREEMENT AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITIES ARISING FROM OR RELATING TO THE USE AND ENFORCEMENT OF SUCH DATARIGHTS UNDER THIS AGREEMENT, AND EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OR ENFORCEABILITY.

Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE SEPARATION AND DISTRIBUTION AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LSC EXCLUSIVE DATA ASSIGNED PATENTS AND THE LSC SHARED DATA RRD LICENSED PATENTS, AS APPLICABLE, ARE ASSIGNED OR LICENSED UNDER THIS AGREEMENT AS-IS, THAT ANY COOPERATION OR ASSISTANCE PROVIDED UNDER THIS AGREEMENT IS PROVIDED AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITIES ARISING FROM OR RELATING TO THE USE AND ENFORCEMENT OF SUCH DATAPATENT RIGHTS ASSIGNED OR LICENSED, AND COOPERATION OR ASSISTANCE PROVIDED, UNDER THIS AGREEMENT, AND EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OR ENFORCEABILITY.

Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE SEPARATION AND DISTRIBUTION AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LSC DFS EXCLUSIVE DATA AND THE LSC DFS SHARED DATA ARE PROVIDED AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITIES ARISING FROM OR RELATING TO THE USE AND ENFORCEMENT OF SUCH DATA, AND EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OR ENFORCEABILITY.

Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE SEPARATION AND DISTRIBUTION AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LSC EXCLUSIVE DATA ASSIGNED COPYRIGHTS, ASSIGNED SOFTWARE, LICENSED SOFTWARE, DFS LICENSED TRADE SECRETS, AND THE LSC SHARED DATA RRD LICENSED TRADE SECRETS, AS APPLICABLE, ARE PROVIDED LICENSED UNDER THIS AGREEMENT AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITIES ARISING FROM OR RELATING TO THE USE AND ENFORCEMENT OF SUCH DATARIGHTS UNDER THIS AGREEMENT, AND EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OR ENFORCEABILITY.

Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE SEPARATION AND DISTRIBUTION AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LSC EXCLUSIVE DATA ASSIGNED TRADEMARKS, DONNELLEY FINANCIAL TRADEMARKS AND THE LSC SHARED DATA RRD TRANSITIONAL TRADEMARKS, AS APPLICABLE, ARE PROVIDED ASSIGNED OR LICENSED UNDER THIS AGREEMENT AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITIES ARISING FROM OR RELATING TO THE USE AND ENFORCEMENT OF SUCH DATATRADEMARK RIGHTS ASSIGNED OR LICENSED UNDER THIS AGREEMENT, AND EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OR ENFORCEABILITY.

Disclaimer of Representations and Warranties. EXCEPT SUBTENANT ACKNOWLEDGES THAT SUBLANDLORD DOES NOT HAVE EXPERTISE ABOUT OR WITH RESPECT TO THE EQUIPMENT AND IS NOT THE MANUFACTURER OR THE SUPPLIER OF THE EQUIPMENT NOR A DEALER IN SIMILAR EQUIPMENT. THE EQUIPMENT ARE SUBLEASED “AS EXPRESSLY SET FORTH IN THIS AGREEMENT IS,” “WITH ALL FAULTS,” AND IN THE SEPARATION AND DISTRIBUTION AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE SUBTENANT IS SATISFIED THAT THE LSC EXCLUSIVE DATA AND THE LSC SHARED DATA ARE PROVIDED AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITIES ARISING FROM OR RELATING TO THE USE AND ENFORCEMENT OF SUCH DATA, AND EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAME IS SUITABLE FOR SUBTENANT’S PURPOSES. SUBLANDLORD MAKES NO REPRESENTATION REPRESENTATIONS OR WARRANTY WITH RESPECT THERETOWARRANTIES, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISEWITH RESPECT TO THE EQUIPMENT, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITYWITHOUT LIMITATION, ACCURACY, COMPLETENESSITS CONDITION, PERFORMANCE, NON-INFRINGEMENTABILITY, COMMERCIAL UTILITYPRESENT STATE OF REPAIR OR ABILITY TO FUNCTION IN ANY RESPECT, OR THE DESCRIPTION THEREOF SET FORTH IN EXHIBIT C-1, MERCHANTABILITY, FITNESS FOR A USE, FITNESS FOR PARTICULAR PURPOSE, VALIDITY SUITABILITY, QUALITY, DURABILITY, VALUE, COMPLIANCE WITH SPECIFICATIONS OR ENFORCEABILITYREGULATIONS OR OTHERWISE. ALL WARRANTIES, INCLUDING THOSE LISTED ABOVE, ARE HEREBY EXPRESSLY DISCLAIMED.

Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE SEPARATION AND DISTRIBUTION AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LSC EXCLUSIVE DATA ASSIGNED TRADEMARK, INDIAN HEAD TRADEMARKS AND THE LSC SHARED DATA RRD TRANSITIONAL TRADEMARKS, AS APPLICABLE, ARE PROVIDED ASSIGNED OR LICENSED UNDER THIS AGREEMENT AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITIES ARISING FROM OR RELATING TO THE USE AND ENFORCEMENT OF SUCH DATATRADEMARK RIGHTS ASSIGNED OR LICENSED UNDER THIS AGREEMENT, AND EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OR ENFORCEABILITY.

Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SPECIFICALLY SET FORTH IN THIS AGREEMENT AND IN THE SEPARATION AND DISTRIBUTION AGREEMENTSECTION 6, THE SALES, TRANSFERS AND/OR CONVEYANCES TO METABOLIX DESCRIBED IN THIS SECTION 1 ARE MADE ON AN “AS IS”; “WHERE IS” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY AND WITHOUT RECOURSE. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 6, THE XXXXXX PARTIES ACKNOWLEDGE AND AGREE THAT THE LSC EXCLUSIVE DATA AND THE LSC SHARED DATA ARE PROVIDED AS-ISADM PARTIES MAKE NO REPRESENTATION OR WARRANTY REGARDING THE SALES, THAT EACH RECIPIENT ASSUMES TRANSFERS AND/OR CONVEYANCES IN THIS SECTION 1 , WHETHER EXPRESS OR IMPLIED. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 6, THE XXXXXX PARTIES AND THE ADM PARTIES DISCLAIM ALL RISKS REPRESENTATIONS AND LIABILITIES ARISING FROM WARRANTIES, EXPRESS OR RELATING IMPLIED, WITH RESPECT TO THE USE AND ENFORCEMENT OF SUCH DATASALES, AND EACH PARTYTRANSFERS AND/OR CONVEYANCES IN THIS SECTION 1, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWINCLUDING WITHOUT LIMITATION, MAKES NO ANY REPRESENTATION OR WARRANTY WITH RESPECT THERETO, WHETHER EXPRESS TO ENFORCEABILITY OR IMPLIED, EITHER IN FACT MERCHANTABILITY OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY, INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, VALIDITY PURPOSE OR ENFORCEABILITYQUANTITY OR VALUE OR SPECIFICATION.

Disclaimer of Representations and Warranties. EXCEPT SUBTENANT ACKNOWLEDGES THAT SUBLANDLORD DOES NOT HAVE EXPERTISE ABOUT OR WITH RESPECT TO THE EQUIPMENT AND IS NOT THE MANUFACTURER OR THE SUPPLIER OF THE EQUIPMENT NOR A DEALER IN SIMILAR EQUIPMENT. THE EQUIPMENT ARE SUBLEASED "AS EXPRESSLY SET FORTH IN THIS AGREEMENT IS," "WITH ALL FAULTS," AND IN THE SEPARATION AND DISTRIBUTION AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE SUBTENANT IS SATISFIED THAT THE LSC EXCLUSIVE DATA AND THE LSC SHARED DATA ARE PROVIDED AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITIES ARISING FROM OR RELATING TO THE USE AND ENFORCEMENT OF SUCH DATA, AND EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAME IS SUITABLE FOR SUBTENANT'S PURPOSES. SUBLANDLORD MAKES NO REPRESENTATION REPRESENTATIONS OR WARRANTY WITH RESPECT THERETOWARRANTIES, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISEWITH RESPECT TO THE EQUIPMENT, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITYWITHOUT LIMITATION, ACCURACY, COMPLETENESSITS CONDITION, PERFORMANCE, NON-INFRINGEMENTABILITY, COMMERCIAL UTILITYPRESENT STATE OF REPAIR OR ABILITY TO FUNCTION IN ANY RESPECT, OR THE DESCRIPTION THEREOF SET FORTH IN EXHIBIT C-1, MERCHANTABILITY, FITNESS FOR A USE, FITNESS FOR PARTICULAR PURPOSE, VALIDITY SUITABILITY, QUALITY, DURABILITY, VALUE, COMPLIANCE WITH SPECIFICATIONS OR ENFORCEABILITYREGULATIONS OR OTHERWISE. ALL WARRANTIES, INCLUDING THOSE LISTED ABOVE, ARE HEREBY EXPRESSLY DISCLAIMED.

Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH SPECIFICALLY PROVIDED IN THIS AGREEMENT ARTICLE III, NEITHER THE SELLER NOR ANY OF ITS AGENTS, ATTORNEYS OR AFFILIATES MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER WITH REGARD TO THE PURCHASED ASSETS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER UNDERSTANDS AND IN THE SEPARATION AND DISTRIBUTION AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE AGREES THAT THE LSC EXCLUSIVE DATA SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND THE LSC SHARED DATA ARE PROVIDED AS-ISWARRANTIES WITH REGARD TO LIABILITIES, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITIES ARISING FROM OR RELATING TO THE USE AND ENFORCEMENT OF SUCH DATA, AND EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAWTHE PURCHASED ASSETS, BY STATUTE INCLUDING THE CONDITION, VALUE, QUALITY AND PROSPECTS OF THE PURCHASED ASSETS, CONDITION (FINANCIAL OR OTHERWISE), INCLUDING OR PROSPECTS OF SELLER AND ITS AFFILIATES, RISKS ASSOCIATED WITH THE PURCHASED ASSETS AND ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT, COMMERCIAL UTILITY, OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, VALIDITY PURPOSE WITH RESPECT TO THE PURCHASED ASSETS AND THE OR ENFORCEABILITYANY PART THEREOF.

Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE SEPARATION AND DISTRIBUTION AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LSC EXCLUSIVE DATA DFS LICENSED TRADE SECRETS AND THE LSC SHARED DATA RRD LICENSED TRADE SECRETS, AS APPLICABLE, ARE PROVIDED LICENSED UNDER THIS AGREEMENT AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITIES ARISING FROM OR RELATING TO THE USE AND ENFORCEMENT OF SUCH DATARIGHTS UNDER THIS AGREEMENT, AND EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OR ENFORCEABILITY.

Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE SEPARATION AND DISTRIBUTION AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LSC EXCLUSIVE DATA LICENSED TRADE SECRETS AND THE LSC SHARED DATA RRD LICENSED TRADE SECRETS, AS APPLICABLE, ARE PROVIDED LICENSED UNDER THIS AGREEMENT AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITIES ARISING FROM OR RELATING TO THE USE AND ENFORCEMENT OF SUCH DATARIGHTS UNDER THIS AGREEMENT, AND EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OR ENFORCEABILITY.