Common use of Disclaimer Regarding Assets Clause in Contracts

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 BY MARCH 26, 1996 AT 5:00 P.M. BUYER WILL HAVE MADE OR CAUSED TO BE MADE SUCH INSPECTIONS WITH RESPECT TO THE ASSETS AS BUYER DEEMS APPROPRIATE AND THEREAFTER BUYER WILL ACCEPT THE ASSETS AS IS, IN THEIR PRESENT CONDITION AND STATE OF REPAIR. THE PARTIES AGREE THAT THIS PARAGRAPH CONSTITUTES A CONSPICUOUS LEGEND.

Disclaimer Regarding Assets. Except as otherwise expressly provided in this AGREEMENT, BUYER ACKNOWLEDGES THAT SELLER HAS SELLERS HAVE NOT MADE, AND SELLER SELLERS HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, 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 SELLERS 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 SELLERS THAT BY MARCH 26APRIL 3, 1996 AT 5:00 P.M. BUYER WILL HAVE MADE OR CAUSED TO BE MADE SUCH INSPECTIONS WITH RESPECT TO THE ASSETS AS BUYER DEEMS APPROPRIATE AND THEREAFTER BUYER WILL ACCEPT THE ASSETS AS IS, IN THEIR PRESENT CONDITION AND STATE OF REPAIR. THE PARTIES AGREE THAT THIS PARAGRAPH CONSTITUTES A CONSPICUOUS LEGEND.

Disclaimer Regarding Assets. Except as otherwise expressly provided in this AGREEMENT, BUYER ACKNOWLEDGES THAT EXCEPT FOR THE PROVISIONS REGARDING TITLE EXPRESSLY SET FORTH IN SECTION 4.5 HEREOF AND IN THE ASSIGNMENT INSTRUMENTS, AND THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, 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, (ai) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (bii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND (ciii) ANY IMPLIED OR EXPRESS WARRANTY REGARDING THE CONDITION OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALSTHE ASSETS), AND (d) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT) IT BEING THE EXPRESS INTENTION OF BUYER AND SELLER THAT (THAT, EXCEPT TO FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET OUT HEREIN OR IN THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT) ASSIGNMENT INSTRUMENTS, THE ASSETS SHALL BE ACCEPTED BY BUYER "AS IS IS," "WHERE IS," AND IN THEIR PRESENT CONDITION AND STATE OF REPAIRREPAIR AND WITH ALL DEFECTS AND WITH ALL FAULTS, BOTH PATENT AND LATENT; AND BUYER REPRESENTS AGREES THAT PRIOR TO SELLER THAT BY MARCH 26CLOSING, 1996 AT 5:00 P.M. BUYER WILL HAVE MADE SHALL MAKE OR CAUSED CAUSE TO BE MADE SUCH INSPECTIONS WITH RESPECT TO THE ASSETS AS BUYER DEEMS APPROPRIATE APPROPRIATE. BUYER HEREBY RELEASES SELLER FROM ANY AND THEREAFTER BUYER WILL ACCEPT ALL LIABILITY FOR FAULTS OR DEFECTS (WHETHER PATENT OR LATENT), EXCEPT INSOFAR AS SUCH LIABILITY RELATES TO THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET OUT HEREIN OR IN THE ASSETS AS IS, IN THEIR PRESENT CONDITION AND STATE OF REPAIRASSIGNMENT INSTRUMENTS. THE PARTIES AGREE THAT THE TEXT OF THIS PARAGRAPH SECTION CONSTITUTES A CONSPICUOUS LEGEND, WRITING, AND NOTICE.

Disclaimer Regarding Assets. Except as otherwise expressly provided in this AGREEMENTPSA, BUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE PHYSICAL CONDITION OF ANY PART OF THE ASSETS (INCLUDING, WITHOUT LIMITATION, (aA) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, ; (bB) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ; (cC) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, ; AND (dD) 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 AGREEMENTPSA) THE ASSETS SHALL WILL BE ACCEPTED BY BUYER AS IS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR; AND BUYER REPRESENTS TO SELLER THAT BY MARCH 26, 1996 AT 5:00 P.M. BUYER WILL HAVE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS WITH RESPECT TO THE ASSETS AS BUYER DEEMS APPROPRIATE AND THEREAFTER AND, SUBJECT TO THE TERMS OF THIS PSA, BUYER WILL ACCEPT THE ASSETS AS IS, IN THEIR PRESENT CONDITION AND STATE OF REPAIR. THE PARTIES AGREE THAT THIS PARAGRAPH CONSTITUTES A CONSPICUOUS LEGEND.

Disclaimer Regarding Assets. Except as otherwise expressly provided in this AGREEMENTArticle 3 above and except with respect to the Special Warranty Rights, BUYER ACKNOWLEDGES THAT SELLER NONE OF SELLER, ITS AFFILIATES OR ANY JOINT OWNER HAS NOT MADE, AND SELLER (ON BEHALF OF ITSELF, ITS AFFILIATES AND THE JOINT OWNERS) HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE CONDITION OF ANY REAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES AND PERSONAL PROPERTY CONSTITUTING 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 RIGHTS OF BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (e) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM REDHIBITORY VICES OR DEFECTS OR OTHER VICES OR DEFECTS, WHETHER KNOWN OR UNKNOWN, (f) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT, (g) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, AND (h) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE PRESENCE OF MATERIALS IN, ON OR UNDER THE ASSETS OR PROTECTION OF THE ENVIRONMENT OR HEALTH), IT BEING THE EXPRESS INTENTION OF BUYER AND SELLER THAT (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENTARTICLE 3 AND WITH RESPECT TO THE SPECIAL WARRANTY RIGHTS) THE ASSETS SHALL BE ACCEPTED BY BUYER REAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES AND PERSONAL PROPERTY ARE AS IS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR; REPAIR AND BUYER REPRESENTS TO SELLER AND ALL SELLER INDEMNITEES THAT BY MARCH 26, 1996 AT 5:00 P.M. BUYER WILL HAVE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS WITH RESPECT TO THE ASSETS REAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES AND PERSONAL PROPERTY AS BUYER DEEMS APPROPRIATE AND THEREAFTER BUYER WILL ACCEPT THE ASSETS REAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES AND PERSONAL PROPERTY AS IS, IN THEIR PRESENT CONDITION AND STATE OF REPAIR. THE PARTIES AGREE THAT THIS PARAGRAPH CONSTITUTES A CONSPICUOUS LEGEND.

Disclaimer Regarding Assets. Except as otherwise expressly provided in this AGREEMENTAgreement, 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 BY MARCH 26, 1996 AT 5:00 P.M. BUYER WILL HAVE HAS MADE OR CAUSED TO BE MADE MADE, OR BY CLOSING, SHALL HAVE MADE, SUCH INSPECTIONS WITH RESPECT TO THE ASSETS AS BUYER DEEMS APPROPRIATE AND THEREAFTER 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 in this AGREEMENT, BUYER ACKNOWLEDGES THAT SELLER HAS SELLERS HAVE NOT MADE, AND SELLER SELLERS HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, 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 SELLERS 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 SELLERS THAT BY MARCH 26APRIL 19, 1996 AT 5:00 P.M. BUYER WILL HAVE MADE OR CAUSED TO BE MADE SUCH INSPECTIONS WITH RESPECT TO THE ASSETS AS BUYER DEEMS APPROPRIATE AND THEREAFTER BUYER WILL ACCEPT THE ASSETS AS IS, IN THEIR PRESENT CONDITION AND STATE OF REPAIR. THE PARTIES AGREE THAT THIS PARAGRAPH CONSTITUTES A CONSPICUOUS LEGEND.