Common use of Disclaimer of Representations and Warranties Clause in Contracts

Disclaimer of Representations and Warranties. Each of NRF (on behalf of itself and each other member of the NRF Group) and NRE (on behalf of itself and each other member of the NRE Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement, is representing or warranting in any way as to any Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any Consents or approvals required in connection therewith, as to the value 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 set-off or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered 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 herein or in any Ancillary Agreement, any such assets are being transferred on an “as is,” “where is” basis, and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. Each of NRF the LLC (on behalf of itself and each other member of Person in the NRF LLC Group) and NRE the Corporation (on behalf of itself and each other member of Person in the NRE Corporation Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or any Ancillary Agreementotherwise, is representing or warranting in any way way, express or implied, as to any the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any Consents or approvals required in connection therewith, as to the value or freedom from any security interests Security Interests of, or any other matter concerning, any Assets of such party, or as to the absence of any defenses or right of set-off setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered 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 herein or in any Ancillary Agreement, any all such assets Assets are being transferred on an “"as is,” “", "where is” basis" 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 (ai) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, Security Interest and (bii) any necessary Consents or Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. Each of NRF JDSU (on behalf of itself and each other member of the NRF JDSU Group) and NRE Lumentum (on behalf of itself and each other member of the NRE Lumentum Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementTransaction Document, no party to this Agreement, any Ancillary Agreement Transaction Document or any other agreement or document contemplated by this Agreement Agreement, or any Ancillary Agreementotherwise, is representing or warranting to any other party hereto or thereto in any way as to any Assetsthe assets, businesses or Liabilities liabilities transferred or assumed as contemplated hereby or thereby, ; as to any Consents approvals or approvals notifications required in connection herewith or therewith, ; as to the value or freedom from of any security interests of, or any other matter concerning, any Assets assets of such party, or ; as to the absence of any defenses or right of set-off setoff or freedom from counterclaim with respect to any claim action or other asset, including any accounts receivable, of any such party, ; or as to the legal sufficiency of any assignment, document document, certificate or instrument delivered hereunder 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 herein in this Agreement or in any Ancillary AgreementTransaction Document, any all such assets are being transferred on an “as is,” “where is” basisbasis (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 (ai) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (bii) any necessary Governmental Approvals approvals or other Consents notifications are not obtained or made or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. Each of NRF NorthStar Realty (on behalf of itself and each other member of the NRF NorthStar Realty Group) and NRE NSAM (on behalf of itself and each other member of the NRE NSAM Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement, is representing or warranting in any way as to any Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any Consents or approvals required in connection therewith, as to the value 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 set-off or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered 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 herein or in any Ancillary Agreement, any such assets are being transferred on an “as is,” “where is” basis, and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. Each of NRF ALTISOURCE (on behalf of itself and each other member of the NRF ALTISOURCE Group) and NRE AAMC (on behalf of itself and each other member of the NRE AAMC Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement, is representing or warranting in any way as to any Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any Consents consents or approvals required in connection therewith, as to the value 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 set-off setoff or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered 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 herein or in any Ancillary Agreement, any such assets are being transferred on an “as is,” “where is” basis, and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. Each of NRF OCWEN (on behalf of itself and each other member of the NRF OCWEN Group) and NRE ALTISOURCE (on behalf of itself and each other member of the NRE ALTISOURCE Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement, is representing or warranting in any way as to any Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any Consents consents or approvals required in connection therewith, as to the value 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 set-off setoff or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered 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 herein or in any Ancillary Agreement, any such assets are being transferred on an “as is,” “where is” basis, and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. Each of NRF Brink’s (on behalf of itself and each other member of the NRF Brink’s Group) and NRE BHS (on behalf of itself and each other member of the NRE BHS Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement, is representing or warranting in any way as to any Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any Consents consents or approvals required in connection therewith, as to the value or freedom from any security interests Security Interests of, or any other matter concerning, any Assets of such party, or as to the absence of any defenses or right of set-off setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered 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 herein or in any Ancillary Agreement, any such assets Assets are being transferred on an “as is,” “where is” basis, basis and the respective transferees shall bear the economic and legal risks that (a) 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 (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. Each of NRF ALTISOURCE (on behalf of itself and each other member of the NRF ALTISOURCE Group) and NRE Residential (on behalf of itself and each other member of the NRE Residential Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement, is representing or warranting in any way as to any Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any Consents consents or approvals required in connection therewith, as to the value 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 set-off setoff or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered 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 herein or in any Ancillary Agreement, any such assets are being transferred on an “as is,” “where is” basis, and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. Each of NRF NCR (on behalf of itself and each other member of the NRF NCR Group) ), and NRE Teradata (on behalf of itself and each other member of the NRE Teradata Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or any Ancillary Agreementotherwise, is representing or warranting in any way as to any the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any Consents consents or approvals (including Governmental Approvals or Consents) required in connection therewith, as to the value or freedom from any security interests Security Interests of, or any other matter concerning, any Assets of such party, or as to the absence of any defenses or right of set-off setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered 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 herein or in any Ancillary Agreement, any all such assets Assets are being transferred on an “as is,” “where is” basisbasis (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 (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied withSecurity Interest.

Disclaimer of Representations and Warranties. Each of NRF Parent (on behalf of itself and each other member of the NRF Parent Group) and NRE SpinCo (on behalf of itself and each other member of the NRE Eldercare Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, makes any Ancillary Agreement, is representing representation or warranting warranty in any way as to any the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any Consents consents or approvals required in connection therewith, as to the value or freedom from any security interests Security Interests of, or any other matter concerning, any Assets of such party, or as to the absence of any defenses or right of set-off setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered 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 herein or in any Ancillary Agreement, any all such assets Assets are being transferred on an “"as is,” “" "where is” basis" 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 (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied withSecurity Interest.

Disclaimer of Representations and Warranties. (a) Each of NRF Astronics (on behalf of itself and each other member of the NRF Astronics Group) ), and NRE MOD-PAC (on behalf of itself and each other member of the NRE MOD-PAC Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or any Ancillary Agreementotherwise, is representing or warranting in any way as to any the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any Consents consents or approvals required in connection therewith, as to the value 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 set-off setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered 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 herein or in any Ancillary Agreement, any all such assets Assets are being transferred on an “"as is,” “" "where is” basis" 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 (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. (a) Each of NRF Vista Outdoor (on behalf of itself and each other member of the NRF Vista Outdoor Group) and NRE Revelyst (on behalf of itself and each other member of the NRE Revelyst Group) understands and agrees that, except as expressly set forth herein in this Agreement or in any Ancillary Agreementother Transaction Document, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement, Agreement is representing or warranting in any way as to any Assets, businesses Assets or Liabilities transferred transferred, conveyed, accepted or assumed as contemplated hereby or thereby, as to the sufficiency of such Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the Vista Outdoor Business or Revelyst Business, as applicable, as to any Governmental Approvals or other Consents or approvals required in connection therewiththerewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any security interests Liens of, or any other matter concerning, any Assets or Liabilities of such partyParty, or as to the absence of any defenses or right rights of set-off setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered 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 herein or in any Ancillary Agreement, any such assets are being transferred on an “as is,” “where is” basis, and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. Each of NRF the LLC (on behalf of itself and each other member of Person in the NRF LLC Group) and NRE the Corporation (on behalf of itself and each other member of Person in the NRE Corporation Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or any Ancillary Agreementotherwise, is representing or warranting in any way way, express or implied, as to any the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any Consents or approvals required in connection therewith, as to the value or freedom from any security interests Security Interests of, or any other matter concerning, any Assets of such party, or as to the absence of any defenses or right of set-off setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered 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 herein or in any Ancillary Agreement, any all such assets Assets are being transferred on an “as is,” ”, “where is” basisbasis (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 (ai) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, Security Interest and (bii) any necessary Consents or Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. (a) Each of NRF Vista Outdoor (on behalf of itself and each other member of the NRF Vista Outdoor Group) and NRE [Outdoor Products] (on behalf of itself and each other member of the NRE [Outdoor Products] Group) understands and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary AgreementAgreement or the Tax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement, Agreement is representing or warranting in any way as to any Assets, businesses Assets or Liabilities transferred transferred, conveyed, accepted or assumed as contemplated hereby or thereby, as to the sufficiency of such Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the Vista Outdoor Business or [Outdoor Products] Business, as applicable, as to any Governmental Approvals or other Consents or approvals required in connection therewiththerewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any security interests Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyParty, or as to the absence of any defenses or right rights of set-off setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered 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 herein or in any Ancillary Agreement, any such assets are being transferred on an “as is,” “where is” basis, and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. (a) Each of NRF STEI (on behalf of itself and each other member of the NRF STEI Group) and NRE SQRI (on behalf of itself and each other member of the NRE SQRI Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementAgreements, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary AgreementAgreements or otherwise, is representing or warranting in any way as to any Assetsthe assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any Consents consents or approvals required in connection therewith, as to the value or freedom from any security interests Security Interests of, or any other matter concerning, any Assets assets of such party, or as to the absence of any defenses or right of set-off setoff or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered 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 herein or in any Ancillary Agreement, any all such assets are being transferred on an “"as is,” “" "where is” basis, " basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied withSecurity Interest.

Disclaimer of Representations and Warranties. (a) Each of NRF Rubicon (on behalf of itself and each other member of the NRF Rubicon Group) and NRE DAC (on behalf of itself and each other member of the NRE DAC Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementAgreements, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary AgreementAgreements or otherwise, is representing or warranting in any way as to any Assetsthe assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any Consents consents or approvals required in connection therewith, as to the value or freedom from any security interests Security Interests of, or any other matter concerning, any Assets assets of such party, or as to the absence of any defenses or right of set-off setoff or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered 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 herein or in any Ancillary Agreement, any all such assets are being transferred on an “as is,” “where is” basis, basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied withSecurity Interest.

Disclaimer of Representations and Warranties. Each of NRF JDSU (on behalf of itself and each other member of the NRF JDSU Group) and NRE Lumentum (on behalf of itself and each other member of the NRE Lumentum Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementTransaction Document, no party to this Agreement, any Ancillary Agreement Transaction Document or any other agreement or document contemplated by this Agreement Agreement, or any Ancillary Agreementotherwise, is representing or warranting to any other party hereto or thereto in any way as to any Assetsthe assets, businesses or Liabilities liabilities transferred or assumed as contemplated hereby or thereby, ; as to any Consents approvals or approvals notifications required in connection herewith or therewith, ; as to the value or freedom from of any security interests of, or any other matter concerning, any Assets assets of such party, or ; as to the absence of any defenses or right of set-off setoff or freedom from counterclaim with respect to any claim action or other asset, including any accounts receivable, of any such party, ; or as to the legal sufficiency of any assignment, document document, certificate or instrument delivered hereunder 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 herein in this Agreement or in any Ancillary AgreementTransaction Document, any all such assets are being transferred on an “as is,” “where is” basisbasis (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 (ai) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (bii) any necessary Governmental Approvals approvals or other Consents notifications are not obtained or made or that any requirements of laws or judgments are not complied with.. Article III

Disclaimer of Representations and Warranties. Each of NRF Lucent (on behalf of itself and each other member of the NRF Lucent Group) and NRE Agere (on behalf of itself and each other member of the NRE Agere Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or any Ancillary Agreementotherwise, is representing or warranting in any way as to any the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any Consents consents or approvals required in connection therewith, as to the value or freedom from any security interests Security Interests of, or any other matter concerning, any Assets of such party, or as to the absence of any defenses or right of set-off setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered 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 herein or in any Ancillary Agreement, any all such assets Assets are being transferred on an “"as is,” “" "where is” basis" 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 (ai) 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 (bii) any necessary Consents or Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied with.