Disclaimer Regarding Assets. Except as otherwise expressly provided in this Agreement, BUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE CONDITION OF ANY PART OF THE ASSETS (INCLUDING, WITHOUT LIMITATION, (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, AND (d) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT) IT BEING THE EXPRESS INTENTION OF BUYER AND SELLER THAT (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT) THE ASSETS SHALL BE ACCEPTED BY BUYER AS IS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR; AND BUYER REPRESENTS TO SELLER THAT BUYER HAS MADE OR CAUSED TO BE MADE, OR BY CLOSING, SHALL HAVE MADE, SUCH INSPECTIONS WITH RESPECT TO THE ASSETS AS BUYER DEEMS APPROPRIATE AND BUYER WILL ACCEPT THE ASSETS AS IS, IN THEIR PRESENT CONDITION AND STATE OF REPAIR, SUBJECT TO THE RIGHTS OF BUYER UNDER THE PROVISIONS OF ARTICLES 9 AND 10. THE PARTIES AGREE THAT THIS PARAGRAPH CONSTITUTES A CONSPICUOUS LEGEND.
Disclaimer Regarding Assets. Except as otherwise expressly provided herein, each Seller expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of the assets or operations of the Companies or the Subsidiaries of the Companies or the prospects (financial and otherwise), risks and other incidents of the Companies or the Subsidiaries of the Companies and each Seller specifically disclaims any representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to such assets, or any part thereof, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent, or compliance with environmental requirements, or as to the condition of, or the rights of any Company or any Subsidiary of any Company, or their title to, any of their assets, or any part thereof, or whether any Company or any Subsidiary of any Company possesses sufficient Real Property or personal property interests to own or operate such assets. Except as expressly provided herein, no Schedule or exhibit to this Agreement, nor any other material or information 121 129 provided by or communications made by any Seller, any Company, any Subsidiary of any Company, or any of their respective representatives will cause or create any warranty, express or implied, as to the condition, value or quality of such assets. Without limiting the generality of the foregoing, no representation or warranty is made with respect to the accuracy of any information provided in any site tours or on any web site, or in any meetings with management or other personnel of any Seller, any Company, any Subsidiary of any Company or their respective representatives, except as expressly set forth herein.
Disclaimer Regarding Assets. 13.5 Waiver of Trade Practices Acts . . . . . . . . . . . . . . . . . . . . 13.6
Disclaimer Regarding Assets. Except as otherwise expressly provided in this Agreement, BUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATION OR WARRANTY, EXPRESS IMPLIED AT COMMON LAW, BY STATUTE, OR OTHERWISE, RELATING TO (I) THE CONDITION OF ELPC'S ASSETS AND THE ASSETS AND BUSINESSES OF ELPLP, ELPOLP, ETS AND ENGL (INCLUDING, WITHOUT LIMITATION, (A) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (B) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (C) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, OR (D) ENVIRONMENTAL CONDITION), (II) INFRINGEMENT BY SELLER, ELPC, ELPLP, ELPOLP, ETS, OR ENGL OF ANY PATENT OR PROPRIETARY RIGHT, AND (III) ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO BUYER BY OR ON BEHALF OF SELLER. THE PARTIES AGREE THAT THIS PARAGRAPH CONSTITUTES A CONSPICUOUS LEGEND.
Disclaimer Regarding Assets. Except as otherwise expressly provided herein, in the Schedules and in the certificate to be delivered pursuant to Section 6.2, Seller expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of the assets or operations of VNG or the prospects (financial and otherwise), risks and other incidents of VNG and Seller specifically disclaims any representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to such assets, or any part thereof, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent.
Disclaimer Regarding Assets. Except as otherwise expressly provided herein, each of the Stockholder and del Caribe expressly disclaim any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of the assets or operations of del Caribe, Eco Holdings, the Partnership, the Facility or the prospects (financial and otherwise), risks and other incidents of del Caribe, Eco Holdings, the Partnership or the Facility and each of the Stockholder and del Caribe specifically disclaims any representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to such assets, or any part thereof, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent, or compliance with environmental requirements, or as to the condition of, or the rights of del Caribe, Eco Holdings, the Partnership or the Facility in, or their title to, any of their assets, or any part thereof, or whether del Caribe, Eco Holdings, the Partnership or the Facility possess sufficient real property or personal property interests to own or operate such assets. Except as expressly provided herein, no schedule or exhibit to this Agreement, nor any other material or information provided by or communications made by the Stockholder, del Caribe or any of their respective representatives will cause or create any warranty, express or implied, as to the condition, value or quality of such assets. Without limiting the generality of the foregoing, no representation or warranty is made with respect to the accuracy of any information provided in any site tours or on any web site, or in any meetings with management or other personnel of del Caribe, Eco Holdings, the Partnership, the Facility or their respective representatives, except as expressly set forth herein.
Disclaimer Regarding Assets. Except as otherwise expressly provided --------------------------- herein, the Stockholder expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of the assets or operations of the Company, the Holding Subsidiaries, Eco Holdings, Eco Ltd., the Partnership, the Facility or the prospects (financial and otherwise), risks and other incidents of the Company, the Holding Subsidiaries, Eco Holdings, Eco Ltd., the Partnership or the Facility, and the Stockholder specifically disclaims any representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to such assets, or any part thereof, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent, or compliance with environmental requirements, or as to the condition of, or the rights of the Company, the Holding Subsidiaries, Eco Holdings, Eco Ltd., the Partnership or the Facility in, or their title to, any of their assets, or any part thereof, or whether the Company, the Holding Subsidiaries, Eco Holdings, Eco Ltd., the Partnership or the Facility possess sufficient real property or personal property interests to own or operate such assets. Except as expressly provided herein, no schedule or exhibit to this Agreement, nor any other material or information provided by or communications made by the Stockholder or any of their respective representatives will cause or create any warranty, express or implied, as to the condition, value or quality of such assets. Without limiting the generality of the foregoing, no representation or warranty is made with respect to the accuracy of any information provided in any site tours or on any web site, or in any meetings with management or other personnel of the Company, the Holding Subsidiaries, Eco Holdings, Eco Ltd., the Partnership, the Facility or their respective representatives, except as expressly set forth herein.
Disclaimer Regarding Assets. Except as otherwise expressly provided in this Agreement, Buyer acknowledges that Seller has not made, and Seller hereby expressly disclaims and negates, any representation or warranty, express or implied, relating to the condition of any immovable property, movable property, equipment, inventory, machinery, fixtures and personal property constituting part of the Subject Assets (including, without limitation, (i) any implied or express warranty of merchantability, (ii) any implied or express warranty of fitness for a particular purpose, (iii) any implied or express warranty of conformity to models or samples of materials, (iv) any rights of Buyer under appropriate statutes to claim diminution of consideration or return of the Purchase Price, (v) any implied or express warranty of freedom from vices or defects, whether known or unknown, (vi) any implied or express warranty of freedom from patent or trademark infringement, (vii) any and all implied warranties existing under applicable law now or hereafter in effect, and (viii) any implied or express warranty regarding environmental condition) it being the express intention of Buyer and Seller that (except to the extent expressly provided herein) the immovable property, movable property, equipment, inventory, machinery, fixtures and personal property shall be acquired by or conveyed to Buyer as is and in their present condition and state of repair and Buyer will accept the immovable property, movable property, equipment, inventory, machinery, fixtures and personal property as is, in their present condition and state of repair.
Disclaimer Regarding Assets. Other than the representations and warranties set forth in this Agreement or any certificate, schedule or Transaction Document delivered in connection with this Agreement, Seller expressly disclaims, and Buyer acknowledges that it is not relying upon, any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of the Acquisition Assets and the Assumed Liabilities or the prospects (financial or otherwise), risks and other incidents of the Acquisition Assets and Assumed Liabilities. Buyer, Seller and Coffee People have executed this Agreement on the date first written above. By signing below, each individual signing on behalf of an entity represents that he or she is a duly elected officer of such company and is authorized to sign in that capacity. “Buyer” STARBUCKS CORPORATION, a Washington corporation By: /s/ XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: vice president, Strategic Planning and New Store Development “Seller” XXXXXXXX COFFEE, INC., a Delaware corporation By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Chief Executive Officer “Coffee People” COFFEE PEOPLE, INC., an Oregon corporation By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: President
Disclaimer Regarding Assets. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE ANCILLARY AGREEMENTS, SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE ASSETS OR OPERATIONS OF THE COMPANIES OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANIES AND SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SUCH ASSETS, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS, OR AS TO THE CONDITION OF, OR THE RIGHTS OF THE COMPANIES IN, OR ITS TITLE TO, ANY OF ITS ASSETS, OR ANY
