Common use of Express Disclaimer Clause in Contracts

Express Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY CERTIFICATE DELIVERED BY THE COMPANY WITH RESPECT THERETO, THE COMPANY LETTER AND THE TRANSACTION DOCUMENTS, (A) NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY OR EXTENDS ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR VALIDITY OF PATENT RIGHTS OR CLAIMS, ISSUED OR PENDING, (B) NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL WITH RESPECT TO ANY FUTURE EVENTS, PROSPECTS, PROJECTIONS OR ESTIMATES WITH RESPECT TO THE TRANSFERRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS, (C) THE TRANSFERRED ASSETS AND THE BUSINESS BEING TRANSFERRED TO THE BUYER AT THE CLOSING ARE TO BE CONVEYED “AS IS, WHERE IS”, AND IN THEIR THEN PRESENT CONDITION, AND THE BUYER SHALL RELY UPON ITS OWN EXAMINATION THEREOF, (D) NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES MAKES ANY GUARANTY OF QUALITY WITH RESPECT TO ANY OF THE TRANSFERRED ASSETS BEING SO TRANSFERRED, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR OBVIOUS, AND (E) NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION THAT THE SELLERS, THE SOLD COMPANIES OR SOLD SUBSIDIARIES FURNISHED OR MADE AVAILABLE TO THE BUYER AND ITS REPRESENTATIVES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THE FOREGOING SHALL LIMIT OR MODIFY ANY OF THE REPRESENTATIONS OR WARRANTIES OF THE COMPANY IN THIS AGREEMENT OR IN ANY CERTIFICATE DELIVERED WITH RESPECT THERETO, THE COMPANY LETTER AND THE TRANSITION SERVICES AGREEMENT OR ANY COVENANTS OF THE COMPANY IN THIS AGREEMENT AND ANY REMEDIES WITH RESPECT TO BREACH OF ANY OF THE FOREGOING.

Express Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY TRANSACTION DOCUMENT OR ANY CERTIFICATE DELIVERED BY THE COMPANY WITH RESPECT THERETO, THE COMPANY LETTER AND THE TRANSACTION DOCUMENTSIN CONNECTION HEREWITH, (A) NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES SELLERS MAKES ANY REPRESENTATION OR WARRANTY OR EXTENDS ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR VALIDITY OF PATENT RIGHTS OR CLAIMS, ISSUED OR PENDING, (B) NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES SELLERS MAKES ANY REPRESENTATION REPRESENTATIONS OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL WARRANTIES WITH RESPECT TO ANY FUTURE EVENTS, PROSPECTS, PROJECTIONS OR ESTIMATES (INCLUDING AS MAY BE SET FORTH IN ANY BUSINESS PLANS) WITH RESPECT TO THE TRANSFERRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS, (C) THE TRANSFERRED ASSETS AND THE BUSINESS BEING TRANSFERRED TO THE BUYER AT THE CLOSING CLOSINGS ARE TO BE CONVEYED “AS IS, WHERE IS”, AND IN THEIR THEN PRESENT CONDITION, AND THE BUYER SHALL RELY UPON ITS OWN EXAMINATION THEREOF, AND (D) NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES SELLERS MAKES ANY GUARANTY OF QUALITY WITH RESPECT TO ANY OF THE TRANSFERRED ASSETS BEING SO TRANSFERRED, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR OBVIOUS, AND (E) NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION THAT THE SELLERS, THE SOLD COMPANIES OR SOLD SUBSIDIARIES FURNISHED OR MADE AVAILABLE TO THE BUYER AND ITS REPRESENTATIVES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THE FOREGOING SHALL LIMIT OR MODIFY ANY OF THE REPRESENTATIONS OR WARRANTIES OF THE COMPANY IN THIS AGREEMENT OR IN ANY CERTIFICATE DELIVERED WITH RESPECT THERETO, THE COMPANY LETTER AND THE TRANSITION SERVICES AGREEMENT OR ANY COVENANTS OF THE COMPANY IN THIS AGREEMENT AND ANY REMEDIES WITH RESPECT TO BREACH OF ANY OF THE FOREGOING.

Express Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY CERTIFICATE DELIVERED BY THE COMPANY WITH RESPECT THERETO, THE COMPANY LETTER AND THE TRANSACTION DOCUMENTS, (A) NONE OF THE NO SELLER, SOLD COMPANY OR ANY OF ITS SUBSIDIARIES SOLD SUBSIDIARY MAKES ANY REPRESENTATION OR WARRANTY OR EXTENDS ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR VALIDITY OF PATENT RIGHTS OR CLAIMS, ISSUED OR PENDING, (B) NONE OF THE NO SELLER, SOLD COMPANY OR ANY OF ITS SUBSIDIARIES SOLD SUBSIDIARY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL WITH RESPECT TO ANY FUTURE EVENTS, PROSPECTS, PROJECTIONS OR ESTIMATES WITH RESPECT TO THE TRANSFERRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS, (C) THE TRANSFERRED ASSETS AND THE BUSINESS BEING TRANSFERRED TO THE BUYER AT THE CLOSING ARE TO BE CONVEYED “AS IS, WHERE IS”, AND IN THEIR THEN PRESENT CONDITION, AND THE BUYER SHALL RELY UPON ITS OWN EXAMINATION THEREOF, (D) NONE OF THE NO SELLER, SOLD COMPANY OR ANY OF ITS SUBSIDIARIES SOLD SUBSIDIARY MAKES ANY GUARANTY OF QUALITY WITH RESPECT TO ANY OF THE TRANSFERRED ASSETS BEING SO TRANSFERRED, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR OBVIOUS, AND (E) NONE OF THE NO SELLER, SOLD COMPANY OR ANY OF ITS SUBSIDIARIES SOLD SUBSIDIARY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION THAT THE SELLERS, THE SOLD COMPANIES OR SOLD SUBSIDIARIES FURNISHED OR MADE AVAILABLE TO THE BUYER AND ITS REPRESENTATIVES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THE FOREGOING SHALL LIMIT OR MODIFY ANY OF THE REPRESENTATIONS OR WARRANTIES OF THE COMPANY IN THIS AGREEMENT OR IN ANY CERTIFICATE DELIVERED WITH RESPECT THERETO, THE COMPANY LETTER AND THE TRANSITION SERVICES AGREEMENT OR ANY COVENANTS OF THE COMPANY IN THIS AGREEMENT AND ANY REMEDIES WITH RESPECT TO BREACH OF ANY OF THE FOREGOING.

Express Disclaimer. EXCEPT AS EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENT OR IN ANY CERTIFICATE DELIVERED BY AGREEMENT, LICENSORS ARE PROVIDING THE COMPANY WITH RESPECT THERETOLICENSED TECHNOLOGY, THE COMPANY LETTER AUXILIARY TECHNOLOGIES, AND THE TRANSACTION DOCUMENTSAUXILIARY TECHNOLOGY PATENTS “AS IS.” EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, (A) NONE OF THE COMPANY OR NEITHER LICENSORS NOR LICENSEE MAKE ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY OR REPRESENTATIONS, EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORALINCLUDING, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR AS TO THE VALIDITY OF PATENT RIGHTS ANY PATENTS, AND NEITHER LICENSOR ASSUMES ANY RESPONSIBILITIES WHATSOEVER WITH RESPECT TO USE, SALE, OR OTHER DISPOSITION OF PRODUCTS INCORPORATING OR MADE BY USE OF LICENSED PATENTS OR AUXILIARY TECHNOLOGY PATENTS UNDER THIS AGREEMENT. EXCEPT FOR VIOLATIONS OF SECTION 8.6 AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 9.1 AND SECTION 9.2 WITH RESPECT TO THIRD PARTY INDEMNIFICATION CLAIMS, ISSUED IN NO EVENT WILL EITHER PARTY, OR PENDINGITS TRUSTEES, (B) NONE OF DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS, BE LIABLE TO THE COMPANY OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY INDIRECT DAMAGES OF ANY KIND, EXPRESS WHETHER GROUNDED IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, CONTRACT OR IMPLIED, WRITTEN OR ORAL WITH RESPECT TO ANY FUTURE EVENTS, PROSPECTS, PROJECTIONS OR ESTIMATES WITH RESPECT TO THE TRANSFERRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS, (C) THE TRANSFERRED ASSETS AND THE BUSINESS BEING TRANSFERRED TO THE BUYER AT THE CLOSING ARE TO BE CONVEYED “AS IS, WHERE IS”, AND IN THEIR THEN PRESENT CONDITION, AND THE BUYER SHALL RELY UPON ITS OWN EXAMINATION THEREOF, (D) NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES MAKES ANY GUARANTY OF QUALITY WITH RESPECT TO ANY OF THE TRANSFERRED ASSETS BEING SO TRANSFERRED, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR OBVIOUS, AND (E) NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION THAT THE SELLERS, THE SOLD COMPANIES OR SOLD SUBSIDIARIES FURNISHED OR MADE AVAILABLE TO THE BUYER AND ITS REPRESENTATIVES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THE FOREGOING SHALL LIMIT OR MODIFY ANY OF THE REPRESENTATIONS OR WARRANTIES OF THE COMPANY IN THIS AGREEMENT OR IN ANY CERTIFICATE DELIVERED WITH RESPECT THERETO, THE COMPANY LETTER AND THE TRANSITION SERVICES AGREEMENT OR ANY COVENANTS OF THE COMPANY IN THIS AGREEMENT AND ANY REMEDIES WITH RESPECT TO BREACH OF ANY OF THE FOREGOINGOTHERWISE.

Express Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY CERTIFICATE DELIVERED BY THE COMPANY WITH RESPECT THERETO, THE COMPANY LETTER AND THE TRANSACTION DOCUMENTSAGREEMENT, (A) NONE OF THE NO SELLER, SOLD COMPANY OR ANY OF ITS SUBSIDIARIES SOLD SUBSIDIARY MAKES ANY REPRESENTATION OR WARRANTY OR EXTENDS ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR VALIDITY OF PATENT RIGHTS OR CLAIMS, ISSUED OR PENDING, (B) NONE OF THE NO SELLER, SOLD COMPANY OR ANY OF ITS SUBSIDIARIES SOLD SUBSIDIARY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL WITH RESPECT TO ANY FUTURE EVENTS, PROSPECTS, PROJECTIONS OR ESTIMATES WITH RESPECT TO THE TRANSFERRED ASSETS, ASSETS OR LIABILITIES OF THE ASSUMED LIABILITIES SOLD COMPANIES OR SOLD SUBSIDIARIES OR THE BUSINESS, (C) THE TRANSFERRED SOLD COMPANIES AND SOLD SUBSIDIARIES AND ANY ASSETS AND THEREOF (OTHER THAN THE NON-BUSINESS BEING TRANSFERRED TO THE BUYER AT THE CLOSING ASSETS) ARE TO BE CONVEYED “AS IS, WHERE IS”, AND IN THEIR THEN PRESENT CONDITION, AND THE BUYER SHALL RELY UPON lxvii ITS OWN EXAMINATION THEREOF, (D) NONE OF THE NO SELLER, SOLD COMPANY OR ANY OF ITS SUBSIDIARIES SOLD SUBSIDIARY MAKES ANY GUARANTY OF QUALITY WITH RESPECT TO ANY ASSETS OF THE TRANSFERRED ASSETS BEING SO TRANSFERREDSOLD COMPANIES OR SOLD SUBSIDIARIES, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR OBVIOUS, AND (E) NONE OF THE NO SELLER, SOLD COMPANY OR ANY OF ITS SUBSIDIARIES SOLD SUBSIDIARY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION THAT THE SELLERS, THE SOLD COMPANIES OR SOLD SUBSIDIARIES FURNISHED OR MADE AVAILABLE TO THE BUYER AND ITS REPRESENTATIVES. NOTWITHSTANDING ANYTHING TO EACH SELLER PARTY ACKNOWLEDGES AND AGREES THAT THE CONTRARY HEREIN, NOTHING REPRESENTATIONS AND WARRANTIES MADE BY THE BUYER IN THIS AGREEMENT ARE THE FOREGOING SHALL LIMIT OR MODIFY ANY EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY THE BUYER IN RESPECT OF THE CONTEMPLATED TRANSACTIONS AND THE TRANSACTION DOCUMENTS, AND THE BUYER HAS DISCLAIMED ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF THE COMPANY IN THIS AGREEMENT OR IN ANY CERTIFICATE DELIVERED WITH RESPECT THERETO, THE COMPANY LETTER AND THE TRANSITION SERVICES AGREEMENT OR ANY COVENANTS OF THE COMPANY IN THIS AGREEMENT AND ANY REMEDIES WITH RESPECT TO BREACH OF ITSELF OR ANY OF THE FOREGOINGITS AFFILIATES.

Express Disclaimer. EXCEPT AS EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENT OR AGREEMENT, LICENSOR IS PROVIDING THE LICENSED TECHNOLOGY “AS IS” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY PROVIDED IN ANY CERTIFICATE DELIVERED BY THE COMPANY WITH RESPECT THERETOTHIS AGREEMENT, THE COMPANY LETTER AND THE TRANSACTION DOCUMENTSLICENSOR MAKES NO REPRESENTATIONS, (A) NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY OR EXTENDS ANY NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORALINCLUDING, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR VALIDITY OR ENFORCEABILITY OF ANY INTELLECTUAL PROPERTY RIGHTS OR NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO USE, SALE, OR VALIDITY OTHER DISPOSITION BY LICENSEE OR ITS VENDEES OR OTHER TRANSFEREES OF PATENT RIGHTS PRODUCTS INCORPORATING OR CLAIMSMADE BY USE OF TECHNOLOGY OR INTELLECTUAL PROPERTY LICENSED UNDER THIS AGREEMENT. IN NO EVENT WILL LICENSOR, ISSUED OR PENDINGITS TRUSTEES, (B) NONE OF THE COMPANY DIRECTORS, OFFICERS, EMPLOYERS AND AFFILIATES, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY INDIRECT DAMAGES OF ANY KIND, EXPRESS WHETHER GROUNDED IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, CONTRACT OR IMPLIED, WRITTEN OTHERWISE. LICENSOR WILL HAVE NO RESPONSIBILITIES OR ORAL LIABILITIES WHATSOEVER WITH RESPECT TO ANY FUTURE EVENTS, PROSPECTS, PROJECTIONS OR ESTIMATES WITH RESPECT TO THE TRANSFERRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS, (C) THE TRANSFERRED ASSETS AND THE BUSINESS BEING TRANSFERRED TO THE BUYER AT THE CLOSING ARE TO BE CONVEYED “AS IS, WHERE IS”, AND IN THEIR THEN PRESENT CONDITION, AND THE BUYER SHALL RELY UPON ITS OWN EXAMINATION THEREOF, (D) NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES MAKES ANY GUARANTY OF QUALITY WITH RESPECT TO ANY OF THE TRANSFERRED ASSETS BEING SO TRANSFERRED, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR OBVIOUS, AND (E) NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION THAT THE SELLERS, THE SOLD COMPANIES OR SOLD SUBSIDIARIES FURNISHED OR MADE AVAILABLE TO THE BUYER AND ITS REPRESENTATIVES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THE FOREGOING SHALL LIMIT OR MODIFY ANY OF THE REPRESENTATIONS OR WARRANTIES OF THE COMPANY IN THIS AGREEMENT OR IN ANY CERTIFICATE DELIVERED WITH RESPECT THERETO, THE COMPANY LETTER AND THE TRANSITION SERVICES AGREEMENT OR ANY COVENANTS OF THE COMPANY IN THIS AGREEMENT AND ANY REMEDIES WITH RESPECT TO BREACH OF ANY OF THE FOREGOINGPRODUCTS.

Express Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY CERTIFICATE DELIVERED BY THE COMPANY WITH RESPECT THERETO, THE COMPANY LETTER AND THE TRANSACTION DOCUMENTSAGREEMENT, (A) NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES THE SELLERS MAKES ANY REPRESENTATION OR WARRANTY OR EXTENDS ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR VALIDITY OF PATENT RIGHTS OR CLAIMS, ISSUED OR PENDING, (B) NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES THE SELLERS MAKES ANY REPRESENTATION REPRESENTATIONS OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL WARRANTIES WITH RESPECT TO ANY FUTURE EVENTS, PROSPECTS, PROJECTIONS OR ESTIMATES WITH RESPECT TO THE TRANSFERRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS, (C) THE TRANSFERRED ASSETS AND THE BUSINESS BEING TRANSFERRED TO THE BUYER AT THE CLOSING ARE TO BE CONVEYED “AS IS, WHERE IS”, AND IN THEIR THEN PRESENT CONDITION, AND THE BUYER SHALL RELY UPON ITS OWN EXAMINATION THEREOF, AND (D) NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES THE SELLERS MAKES ANY GUARANTY OF QUALITY WITH RESPECT TO ANY OF THE TRANSFERRED ASSETS BEING SO TRANSFERRED, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR OBVIOUS, AND (E) NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION THAT THE SELLERS, THE SOLD COMPANIES OR SOLD SUBSIDIARIES FURNISHED OR MADE AVAILABLE TO THE BUYER AND ITS REPRESENTATIVES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THE FOREGOING SHALL LIMIT OR MODIFY ANY OF THE REPRESENTATIONS OR WARRANTIES OF THE COMPANY IN THIS AGREEMENT OR IN ANY CERTIFICATE DELIVERED WITH RESPECT THERETO, THE COMPANY LETTER AND THE TRANSITION SERVICES AGREEMENT OR ANY COVENANTS OF THE COMPANY IN THIS AGREEMENT AND ANY REMEDIES WITH RESPECT TO BREACH OF ANY OF THE FOREGOING.