Common use of Limitation on Warranties Clause in Contracts

Limitation on Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III, ARTICLE IV AND ARTICLE V (WHICH, FOR THE AVOIDANCE OF DOUBT, ARE QUALIFIED BY ANY RELATED ITEM IN THE DISCLOSURE SCHEDULE) AND THIS SECTION 13.1, (A) NO PARTY IS MAKING OR SHALL BE DEEMED TO HAVE MADE, (B) EACH PARTY HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ACKNOWLEDGES AND AGREES THAT SUCH PARTY IS NOT RELYING ON, AND (C) NO PARTY NOR ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY ARISING OUT OF, RELATING TO OR RESULTING FROM, IN EACH CASE, ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, COMMON LAW OR STATUTORY, EXPRESS OR IMPLIED (INCLUDING WITH RESPECT TO FITNESS, NON-INFRINGEMENT, MERCHANTABILITY, OR SUITABILITY FOR ANY PARTICULAR PURPOSE) OR OTHERWISE, INCLUDING AS TO THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY STATEMENTS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS, REGARDING THE TRANSACTION, THE BUSINESS, THE SHARES, OR THE COMPANY’S BUSINESS, FINANCIAL CONDITION OR ASSETS (INCLUDING THE CONDITION, VALUE, QUALITY OR SUITABILITY OF ANY ASSETS), INCLUDING FORWARD-LOOKING STATEMENTS (ANY OF THE FOREGOING, AN “EXTRA-CONTRACTUAL STATEMENT”). PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE IV, PURCHASER IS ACQUIRING THE SHARES AND THE BUSINESS ON AN “AS IS, WHERE IS” BASIS. PURCHASER REPRESENTS, WARRANTS AND ACKNOWLEDGES THAT NEITHER SELLER NOR THE COMPANY HAS MADE, AND EACH OF PURCHASER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND IS NOT RELYING ON, ANY EXTRA-CONTRACTUAL STATEMENT, AND EACH OF PURCHASER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY EXTRA-CONTRACTUAL STATEMENTS HERETOFORE FURNISHED OR MADE TO PURCHASER OR ITS REPRESENTATIVES OR AFFILIATES BY OR ON BEHALF OF SELLER OR THE COMPANY (IT BEING INTENDED THAT NO SUCH EXTRA-CONTRACTUAL STATEMENTS SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT).

Limitation on Warranties. (a) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS OTHERWISE EXPRESSLY SET FORTH IN ARTICLE III, ARTICLE IV AND ARTICLE V (WHICH, FOR THE AVOIDANCE OF DOUBT, ARE QUALIFIED BY ANY RELATED ITEM THIS AGREEMENT OR IN THE DISCLOSURE SCHEDULE) OTHER TRANSFER DOCUMENTS TO THE CONTRARY, AS BETWEEN THE APPLICABLE SELLER AND PURCHASER, PURCHASER SHALL UNCONDITIONALLY ACCEPT EACH OWNERSHIP INTEREST AND EACH SALE AIRCRAFT, IF ANY, "AS IS "'WHERE IS" AND 'WITH ALL FAULTS." THE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH IN THIS SECTION 13.1AGREEMENT AND T~E OTHER TRANSFER DOCUMENTS ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS, (A) WARRANTIES AND COVENANTS OF SELLER OF ANY KIND WHATSOEVER, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED, AND NO PARTY IS MAKING OR SELLER HAS MADE AND NO SELLER SHALL BE DEEMED TO HAVE MADE, AND EACH SELLER HEREBY DISCLAIMS, (BI) EACH PARTY HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATION, WARRANTY OR COVENANT (EXCEPT THE REPRESENTATIONS, WARRANTIES AND NEGATESCOVENANTS SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSFER DOCUMENTS TO WHICH SUCH SELLER IS A PARTY) AS TO THE TITLE, AND ACKNOWLEDGES AND AGREES THAT SUCH PARTY IS AIRWORTHINESS, CONDITION, DESIGN, VALUE, OPERATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF ANY AIRCRAFT (OR ANY PART THEREOF), THE FREEDOM OF ANY AIRCRAFT (OR ANY PART THEREOF) FROM ANY LATENT OR OTHER DEFECT (WHETHER OR NOT RELYING ONDISCOVERABLE) OR ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR THE LIKE, OR THE COMPLIANCE OF ANY AIRCRAFT (OR ANY PART THEREOF) WITH ANY APPLICABLE LAWS OR REGULATIONS , (II) ANY REPRESENTATION, WARRANTY OR COVENANT WITH RESPECT TO THE TAX OR ACCOUNTING TREATMENT OF ANY OWNERSHIP INTEREST OR ANY TRUST ESTATE, AND (CIII) NO PARTY NOR ANY ALL OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY ARISING OUT OFREPRESENTATIONS, RELATING TO OR RESULTING FROMWARRANTIES AND COVENANTS, IN EACH CASEWHETHER WRITTEN, ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, COMMON LAW OR STATUTORY, EXPRESS OR IMPLIED (INCLUDING WITH RESPECT TO FITNESS, NON-INFRINGEMENT, MERCHANTABILITY, OR SUITABILITY FOR ANY PARTICULAR PURPOSE) OR OTHERWISE, INCLUDING AS TO THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY STATEMENTS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS, REGARDING THE TRANSACTION, THE BUSINESS, THE SHARES, OR THE COMPANY’S BUSINESS, FINANCIAL CONDITION OR ASSETS (INCLUDING THE CONDITION, VALUE, QUALITY OR SUITABILITY OF ANY ASSETS), INCLUDING FORWARD-LOOKING STATEMENTS (ANY OF THE FOREGOING, AN “EXTRA-CONTRACTUAL STATEMENT”). PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE IV, PURCHASER IS ACQUIRING THE SHARES THIS AGREEMENT AND THE BUSINESS ON AN “AS IS, WHERE IS” BASIS. PURCHASER REPRESENTS, WARRANTS AND ACKNOWLEDGES THAT NEITHER OTHER TRANSFER DOCUMENTS TO WHICH SUCH SELLER NOR THE COMPANY HAS MADE, AND EACH OF PURCHASER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND IS NOT RELYING ON, ANY EXTRA-CONTRACTUAL STATEMENT, AND EACH OF PURCHASER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY EXTRA-CONTRACTUAL STATEMENTS HERETOFORE FURNISHED OR MADE TO PURCHASER OR ITS REPRESENTATIVES OR AFFILIATES BY OR ON BEHALF OF SELLER OR THE COMPANY (A PARTY); IT BEING INTENDED UNDERSTOOD THAT NO ALL SUCH EXTRA-CONTRACTUAL STATEMENTS SHALL SURVIVE THE EXECUTION FOREGOING DISCLAIMED RISKS, AS BETWEEN SELLER AND DELIVERY OF THIS AGREEMENT)PURCHASER, ARE TO BE BORNE SOLELY BY PURCHASER.

Limitation on Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY SET FORTH IN ARTICLE IIIIV, ARTICLE IV NO SELLER MAKES ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER, AND ARTICLE V EACH SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY OR STATEMENT MADE OR INFORMATION COMMUNICATED (WHICHORALLY OR IN WRITING) TO PURCHASER (INCLUDING ANY OPINION, INFORMATION, OR ADVICE THAT MAY HAVE BEEN PROVIDED TO PURCHASER OR ANY OF ITS AFFILIATES BY ANY STOCKHOLDER, PARTNER, DIRECTOR, OFFICER, EMPLOYEE, ACCOUNTING FIRM, LEGAL COUNSEL, OR OTHER AGENT, CONSULTANT, OR REPRESENTATIVE OF SUCH SELLER). ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR THE AVOIDANCE OF DOUBTA PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY OR ITS REPRESENTATIVES, WHETHER ORALLY OR IN WRITING, ARE QUALIFIED BY ANY RELATED ITEM IN THE DISCLOSURE SCHEDULE) AND THIS SECTION 13.1, (A) NO PARTY IS MAKING OR SHALL BE DEEMED TO HAVE MADEBEEN MERGED INTO THIS AGREEMENT, (B) EACH PARTY HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ACKNOWLEDGES AND AGREES THAT SUCH PARTY IS NOT RELYING ON, AND (C) NO PARTY NOR ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY ARISING OUT OF, RELATING TO OR RESULTING FROM, IN EACH CASE, ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, COMMON LAW OR STATUTORY, EXPRESS OR IMPLIED (INCLUDING WITH RESPECT TO FITNESS, NON-INFRINGEMENT, MERCHANTABILITY, OR SUITABILITY FOR ANY PARTICULAR PURPOSE) OR OTHERWISE, INCLUDING AS TO THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY STATEMENTS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS, REGARDING THE TRANSACTION, THE BUSINESS, THE SHARES, OR THE COMPANY’S BUSINESS, FINANCIAL CONDITION OR ASSETS (INCLUDING THE CONDITION, VALUE, QUALITY OR SUITABILITY OF ANY ASSETS), INCLUDING FORWARD-LOOKING STATEMENTS (ANY OF THE FOREGOING, AN “EXTRA-CONTRACTUAL STATEMENT”). PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE IV, PURCHASER IS ACQUIRING THE SHARES AND THE BUSINESS ON AN “AS IS, WHERE IS” BASIS. PURCHASER REPRESENTS, WARRANTS AND ACKNOWLEDGES THAT NEITHER SELLER NOR THE COMPANY HAS MADE, AND EACH OF PURCHASER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND IS NOT RELYING ON, ANY EXTRA-CONTRACTUAL STATEMENT, AND EACH OF PURCHASER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY EXTRA-CONTRACTUAL STATEMENTS HERETOFORE FURNISHED OR MADE TO PURCHASER OR ITS REPRESENTATIVES OR AFFILIATES BY OR ON BEHALF OF SELLER OR THE COMPANY (IT BEING INTENDED THAT NO SUCH EXTRA-CONTRACTUAL STATEMENTS PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT).

Limitation on Warranties. EXCEPT Lessee acknowledges and agrees that the Equipment is of a size, design and capacity selected by Lessee, that Lessor is neither a Manufacturer nor a vendor of such equipment, that Lessor is not responsible for the selection, ordering or suitability of the Equipment, the acceptance of the order submitted, or any delay or failure to manufacture, deliver, or install the Equipment by the Manufacturer, including its sales representative, that Lessee is solely responsible for the selection, use, maintenance, operation and storage of the Equipment, and that LESSEE SELECTED THE EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS OR EMPLOYEES, LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, VALUE, DESIGN, OPERATION, FITNESS FOR USE OR SUITABILITY OF THE EQUIPMENT IN ANY RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE REPRESENTATIONS PURPOSES AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IIIUSES OF LESSEE, ARTICLE IV AND ARTICLE V (WHICHOR ANY OTHER REPRESENTATION, FOR THE AVOIDANCE WARRANTY, OR COVENANT OF DOUBTANY KIND OR CHARACTER, ARE QUALIFIED BY ANY RELATED ITEM IN THE DISCLOSURE SCHEDULE) AND THIS SECTION 13.1EXPRESS OR IMPLIED, (A) NO PARTY IS MAKING OR SHALL BE DEEMED TO HAVE MADE, (B) EACH PARTY HEREBY EXPRESSLY DISCLAIMS AND NEGATESWITH RESPECT THERETO, AND ACKNOWLEDGES AND AGREES THAT SUCH PARTY IS LESSOR SHALL NOT RELYING ONBE OBLIGATED OR LIABLE FOR ACTUAL, AND (C) NO PARTY NOR INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OR TO LESSEE OR ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY ENTITY ARISING OUT OF, RELATING TO OF OR RESULTING FROM, IN EACH CASE, ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, COMMON LAW OR STATUTORY, EXPRESS OR IMPLIED (INCLUDING CONNECTION WITH RESPECT TO FITNESS, NON-INFRINGEMENT, MERCHANTABILITY, OR SUITABILITY FOR ANY PARTICULAR PURPOSE) OR OTHERWISE, INCLUDING AS TO THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY STATEMENTS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS, REGARDING THE TRANSACTION, THE BUSINESS, THE SHARES, THIS AGREEMENT OR THE COMPANY’S BUSINESS, FINANCIAL CONDITION USE OR ASSETS (INCLUDING THE CONDITION, VALUE, QUALITY OR SUITABILITY OF ANY ASSETS), INCLUDING FORWARD-LOOKING STATEMENTS (ANY PERFORMANCE OF THE FOREGOING, AN “EXTRA-CONTRACTUAL STATEMENT”). PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE IV, PURCHASER IS ACQUIRING THE SHARES EQUIPMENT AND THE BUSINESS ON AN “AS ISMAINTENANCE THEREOF. During the Lease Term, WHERE IS” BASISso long as no Event of Default has occurred hereunder and is continuing, Lessor has no obligation to enforce and hereby assigns to Lessee and irrevocably appoints Lessee its agent and attorney-in-fact to assert against Manufacturer whatever claims and rights arising out of its interest, if any, in all Manufacturer's warranties, guarantees and patent indemnity protections, express or implied, issued on or applicable to the Equipment, and Xxxxxx authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's expense. PURCHASER REPRESENTSXxxxxx’s sole remedy for the breach of such warranties shall be against the Manufacturer and not against Lessor, WARRANTS AND ACKNOWLEDGES THAT NEITHER SELLER NOR THE COMPANY HAS MADEnor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this Agreement, AND EACH OF PURCHASER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND IS NOT RELYING ON, ANY EXTRA-CONTRACTUAL STATEMENT, AND EACH OF PURCHASER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY EXTRA-CONTRACTUAL STATEMENTS HERETOFORE FURNISHED OR MADE TO PURCHASER OR ITS REPRESENTATIVES OR AFFILIATES BY OR ON BEHALF OF SELLER OR THE COMPANY (IT BEING INTENDED THAT NO SUCH EXTRA-CONTRACTUAL STATEMENTS SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT)including the right to receive full and timely payments hereunder.

Limitation on Warranties. EXCEPT MANUFACTURER MAKES NO WARRANTIES REGARDING THE PRODUCTS OTHER THAN THE EXPRESS WARRANTIES IN THIS SECTION 5.4 AND THERE SHALL BE NO IMPLIED OR STATUTORY WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ARTICLE IIINO EVENT SHALL MANUFACTURER BE LIABLE TO DISTRIBUTOR, ARTICLE IV AND ARTICLE V (WHICHITS AGENTS, DEALERS, DISTRIBUTORS, REPRESENTATIVES, EMPLOYEES, CUSTOMERS OR ANY OTHER THIRD PARTY, FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF REVENUE OR LOSS OF PROFIT, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE AVOIDANCE EXISTENCE, FURNISHING OR FUNCTIONING OF DOUBT, ARE QUALIFIED BY ANY RELATED ITEM OR SERVICES PROVIDED FOR IN THE DISCLOSURE SCHEDULE) AND THIS SECTION 13.1, (A) NO PARTY IS MAKING AGREEMENT OR SHALL BE DEEMED TO HAVE MADE, (B) EACH PARTY HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ACKNOWLEDGES AND AGREES THAT SUCH PARTY IS NOT RELYING ON, AND (C) NO PARTY NOR FROM ANY OTHER PERSON WILL HAVE CAUSE INCLUDING, WITHOUT LIMITATION, CLAIMS BY THIRD PARTIES, EVEN IF MANUFACTURER HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. MANUFACTURER’S SOLE LIABILITY OF ANY KIND, WHETHER ON WARRANTY, CONTRACT, STRICT LIABILITY OR BE SUBJECT TO ANY LIABILITY ARISING OUT OFNEGLIGENCE GROUNDS, RELATING TO OR RESULTING FROM, IN EACH CASE, ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, COMMON LAW OR STATUTORY, EXPRESS OR IMPLIED (INCLUDING WITH RESPECT TO FITNESS, NON-INFRINGEMENT, MERCHANTABILITY, OR SUITABILITY FOR ANY PARTICULAR PURPOSE) OR OTHERWISE, INCLUDING AS THE PRODUCTS FURNISHED UNDER THIS AGREEMENT SHALL BE LIMITED TO THE ACCURACY, COMPLETENESS REPAIR OR MATERIALITY REPLACEMENT OF ANY STATEMENTSDEFECTIVE PRODUCTS; PROVIDED, INFORMATIONHOWEVER, DATA THAT MANUFACTURER SHALL BE UNDER NO OBLIGATION TO MAKE REPAIRS OR PROVIDE REPLACEMENTS NECESSITATED IN WHOLE OR IN PART BY CATASTROPHE, FAULT OR NEGLIGENCE OF THE CUSTOMER OR OTHER MATERIALS (WRITTEN USER OR ORAL) ANY THIRD PARTY, IMPROPER OR DOCUMENTSUNAUTHORIZED MODIFICATION AND/OR USE OF PRODUCTS, REGARDING USE OF PRODUCTS IN A MANNER FOR WHICH THEY WERE NOT DESIGNED OR INTENDED OR BY CAUSES EXTERNAL TO THE TRANSACTIONSUBJECT PRODUCT INCLUDING, THE BUSINESSWITHOUT LIMITATION, THE SHARES, OR THE COMPANY’S BUSINESS, FINANCIAL CONDITION OR ASSETS (INCLUDING THE CONDITION, VALUE, QUALITY OR SUITABILITY OF ANY ASSETS), INCLUDING FORWARD-LOOKING STATEMENTS (ANY OF THE FOREGOING, AN “EXTRA-CONTRACTUAL STATEMENT”). PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE IV, PURCHASER IS ACQUIRING THE SHARES AND THE BUSINESS ON AN “AS IS, WHERE IS” BASIS. PURCHASER REPRESENTS, WARRANTS AND ACKNOWLEDGES THAT NEITHER SELLER NOR THE COMPANY HAS MADE, AND EACH OF PURCHASER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND IS NOT RELYING ON, ANY EXTRA-CONTRACTUAL STATEMENT, AND EACH OF PURCHASER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY EXTRA-CONTRACTUAL STATEMENTS HERETOFORE FURNISHED OR MADE TO PURCHASER OR ITS REPRESENTATIVES OR AFFILIATES BY OR ON BEHALF OF SELLER OR THE COMPANY (IT BEING INTENDED THAT NO SUCH EXTRA-CONTRACTUAL STATEMENTS SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT)SHIPPING DAMAGE.

Limitation on Warranties. (a) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONCERNING THE ACQUIRED COMPANIES AND THE BUSINESS CONTAINED IN ARTICLE III, III AND THE REPRESENTATIONS AND WARRANTIES CONCERNING SELLERS CONTAINED IN ARTICLE IV (ALL OF WHICH REPRESENTATIONS AND ARTICLE V (WHICHWARRANTIES, FOR THE AVOIDANCE OF DOUBT, ARE QUALIFIED BY ANY RELATED ITEM (AS SET FORTH IN SECTION 12.17) IN THE COMPANY DISCLOSURE SCHEDULE), BUYER ACKNOWLEDGES AND AGREES THAT NONE OF THE ACQUIRED COMPANIES, SELLERS, ANY RESPECTIVE AFFILIATES THEREOF OR ANY ADVISORS OR REPRESENTATIVES (FINANCIAL, LEGAL OR OTHERWISE) OF ANY OF THE FOREGOING, HAVE MADE, AND THIS SECTION 13.1, (A) NO PARTY IS MAKING OR NONE OF THE FOREGOING SHALL BE DEEMED TO HAVE MADE, NOR WILL THE ACQUIRED COMPANIES OR SELLERS (B) EACH PARTY HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ACKNOWLEDGES AND AGREES THAT SUCH PARTY IS NOT RELYING ON, AND (C) NO PARTY NOR OR ANY OTHER PERSON WILL PERSON) HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO BUYER OR ANY OTHER PERSON ARISING OUT OF, RELATING TO OR RESULTING FROM, IN EACH CASE, ANY OTHER REPRESENTATIONS REPRESENTATION OR WARRANTIESWARRANTY, WRITTEN OR ORAL, COMMON LAW OR STATUTORY, EXPRESS OR IMPLIED (INCLUDING WITH RESPECT TO FITNESS, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABILITY OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE) OR OTHERWISE), INCLUDING AS TO THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY STATEMENTS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS, REGARDING THE TRANSACTION, NATURE WHATSOEVER RELATING TO THE BUSINESS, THE SHARESSELLERS, ANY ACQUIRED COMPANY OR THE COMPANY’S THEIR RESPECTIVE BUSINESS, FINANCIAL CONDITION OR CONDITION, ASSETS (INCLUDING THE CONDITION, VALUE, QUALITY OR SUITABILITY OF ANY ASSETS)) OR LIABILITIES OF THE ACQUIRED COMPANIES OR THE BUSINESS (INCLUDING THE ACQUIRED ASSETS) OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OR WITH RESPECT TO ANY OTHER INFORMATION PROVIDED OR MADE AVAILABLE TO BUYER, INCLUDING FORWARD-LOOKING STATEMENTS ANY PROJECTIONS (ANY OF THE FOREGOING, AN “EXTRA-CONTRACTUAL STATEMENT”). PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE ) OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE IVIV HEREOF, PURCHASER WHICH ARE MADE SOLELY BY EACH SELLER, AND BUYER HEREBY ACKNOWLEDGES AND AGREES THAT BUYER IS ACQUIRING THE ACQUIRED COMPANIES, THE COMPANY SHARES (AND EACH ACQUIRED COMPANY’S RESPECTIVE ASSETS) AND THE BUSINESS ACQUIRED ASSETS ON AN “AS IS, WHERE IS” BASIS. PURCHASER BUYER REPRESENTS, WARRANTS AND ACKNOWLEDGES THAT NEITHER SELLER NOR THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE III OR ARTICLE IV, NONE OF GENESCO, SELLERS OR THE COMPANY ACQUIRED COMPANIES HAS MADE, AND THE COMPANY AND SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND EACH OF PURCHASER BUYER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND IS NOT RELYING ON, ANY EXTRA-CONTRACTUAL STATEMENT, AND EACH OF PURCHASER BUYER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY EXTRA-CONTRACTUAL STATEMENTS STATEMENT HERETOFORE FURNISHED OR MADE AVAILABLE TO PURCHASER BUYER OR ITS REPRESENTATIVES OR AFFILIATES BY OR ON BEHALF OF SELLER GENESCO, SELLERS OR THE COMPANY ACQUIRED COMPANIES (IT BEING INTENDED THAT NO SUCH PRIOR EXTRA-CONTRACTUAL STATEMENTS SHALL STATEMENT WILL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT). EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, GENESCO, SELLERS AND THE ACQUIRED COMPANIES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY RELATING TO THE COMPANY SHARES OR ANY ASSET (TANGIBLE, INTANGIBLE OR MIXED) OF THE ACQUIRED COMPANIES OR THE BUSINESS (INCLUDING THE ACQUIRED ASSETS), INCLUDING IMPLIED WARRANTIES OF FITNESS, NON-INFRINGEMENT, MERCHANTABILITY OR SUITABILITY OR FITNESS FOR A PARTICULAR (b) Without limiting the generality of the foregoing, Buyer acknowledges and agrees that none of Genesco, Sellers, or any respective Affiliates or Representatives thereof have made, and shall not be deemed to have made, any representations or warranties in the information or materials relating to the Acquired Companies, Acquired Assets or the Business made available to Buyer and its Affiliates, including Projections, due diligence materials, data room materials, financial information or any memoranda or offering materials, or in any presentation by management of the Acquired Companies, Acquired Assets or the Business or others in connection with the transactions contemplated hereby (including each Confidential Information Memorandum prepared by X.X. Xxxxxxx, L.P. dated April 2018 and May 2018, respectively), and no statement contained in any of such information or materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Buyer in executing, delivering and performing this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. None of Sellers, the Acquired Companies nor any other Person will have or be subject to any liability or indemnification obligation to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any of the foregoing information.

Limitation on Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY SET FORTH IN ARTICLE IIIV, ARTICLE IV PURCHASER MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER, AND ARTICLE V PURCHASER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY OR STATEMENT MADE OR INFORMATION COMMUNICATED (WHICHORALLY OR IN WRITING) TO THE COMPANY OR SELLERS (INCLUDING ANY OPINION, FOR INFORMATION, OR ADVICE THAT MAY HAVE BEEN PROVIDED TO THE AVOIDANCE COMPANY OR SELLERS OR ANY OF DOUBTTHEIR RESPECTIVE AFFILIATES BY ANY STOCKHOLDER, PARTNER, DIRECTOR, OFFICER, EMPLOYEE, ACCOUNTING FIRM, LEGAL COUNSEL, OR OTHER AGENT, CONSULTANT, OR REPRESENTATIVE OF PURCHASER). ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY OR ITS REPRESENTATIVES, WHETHER ORALLY OR IN WRITING, ARE QUALIFIED BY ANY RELATED ITEM IN THE DISCLOSURE SCHEDULE) AND THIS SECTION 13.1, (A) NO PARTY IS MAKING OR SHALL BE DEEMED TO HAVE MADEBEEN MERGED INTO THIS AGREEMENT, (B) EACH PARTY HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ACKNOWLEDGES AND AGREES THAT SUCH PARTY IS NOT RELYING ON, AND (C) NO PARTY NOR ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY ARISING OUT OF, RELATING TO OR RESULTING FROM, IN EACH CASE, ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, COMMON LAW OR STATUTORY, EXPRESS OR IMPLIED (INCLUDING WITH RESPECT TO FITNESS, NON-INFRINGEMENT, MERCHANTABILITY, OR SUITABILITY FOR ANY PARTICULAR PURPOSE) OR OTHERWISE, INCLUDING AS TO THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY STATEMENTS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS, REGARDING THE TRANSACTION, THE BUSINESS, THE SHARES, OR THE COMPANY’S BUSINESS, FINANCIAL CONDITION OR ASSETS (INCLUDING THE CONDITION, VALUE, QUALITY OR SUITABILITY OF ANY ASSETS), INCLUDING FORWARD-LOOKING STATEMENTS (ANY OF THE FOREGOING, AN “EXTRA-CONTRACTUAL STATEMENT”). PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE IV, PURCHASER IS ACQUIRING THE SHARES AND THE BUSINESS ON AN “AS IS, WHERE IS” BASIS. PURCHASER REPRESENTS, WARRANTS AND ACKNOWLEDGES THAT NEITHER SELLER NOR THE COMPANY HAS MADE, AND EACH OF PURCHASER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND IS NOT RELYING ON, ANY EXTRA-CONTRACTUAL STATEMENT, AND EACH OF PURCHASER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY EXTRA-CONTRACTUAL STATEMENTS HERETOFORE FURNISHED OR MADE TO PURCHASER OR ITS REPRESENTATIVES OR AFFILIATES BY OR ON BEHALF OF SELLER OR THE COMPANY (IT BEING INTENDED THAT NO SUCH EXTRA-CONTRACTUAL STATEMENTS PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT).

Limitation on Warranties. EXCEPT FOR Lessee acknowledges and agrees that the Equipment is of a size, design and capacity selected by Lessee, that Lessor is neither a Manufacturer nor a vendor of such equipment, that Lessor is not responsible for the selection, ordering or suitability of the Equipment, the acceptance of the order submitted, or any delay or failure to manufacture, deliver, or install the Equipment by the Manufacturer, including its sales representative, that Lessee is solely responsible for the selection, use, maintenance, operation and storage of the Equipment, and that LESSEE SELECTED THE REPRESENTATIONS EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS OR EMPLOYEES, AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III, ARTICLE IV AND ARTICLE V (WHICH, FOR THE AVOIDANCE OF DOUBT, ARE QUALIFIED BY ANY RELATED ITEM IN THE DISCLOSURE SCHEDULE) AND THIS SECTION 13.1, (A) NO PARTY IS MAKING OR SHALL BE DEEMED TO HAVE LESSOR HAS NOT MADE, (B) EACH PARTY AND DOES NOT HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ACKNOWLEDGES AND AGREES THAT SUCH PARTY IS NOT RELYING ON, AND (C) NO PARTY NOR ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY ARISING OUT OF, RELATING TO OR RESULTING FROM, IN EACH CASEMAKE, ANY OTHER REPRESENTATIONS REPRESENTATION, WARRANTY OR WARRANTIES, WRITTEN OR ORAL, COMMON LAW OR STATUTORYCOVENANT, EXPRESS OR IMPLIED (INCLUDING WITH RESPECT TO FITNESSTHE MERCHANTABILITY, NON-INFRINGEMENTCONDITION, MERCHANTABILITYQUALITY, DURABILITY, VALUE, DESIGN, OPERATION, FITNESS FOR USE, OR SUITABILITY OF THE EQUIPMENT IN ANY RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE PURPOSES AND USES OF LESSEE, OR ANY PARTICULAR PURPOSE) OTHER REPRESENTATION, WARRANTY, OR OTHERWISE, INCLUDING AS TO THE ACCURACY, COMPLETENESS OR MATERIALITY COVENANT OF ANY STATEMENTSKIND OR CHARACTER, INFORMATIONEXPRESS OR IMPLIED, DATA WITH RESPECT THERETO AND LESSOR SHALL NOT BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER MATERIALS (WRITTEN DAMAGES OR ORAL) TO LESSEE OR DOCUMENTS, REGARDING THE TRANSACTION, THE BUSINESS, THE SHARES, ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE COMPANY’S BUSINESS, FINANCIAL CONDITION USE OR ASSETS (INCLUDING THE CONDITION, VALUE, QUALITY OR SUITABILITY OF ANY ASSETS), INCLUDING FORWARD-LOOKING STATEMENTS (ANY PERFORMANCE OF THE FOREGOING, AN “EXTRA-CONTRACTUAL STATEMENT”). PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE IV, PURCHASER IS ACQUIRING THE SHARES EQUIPMENT AND THE BUSINESS ON AN “AS ISMAINTENANCE THEREOF. During the Lease Term, WHERE IS” BASISso long as no Event of Default has occurred hereunder and is continuing, Lessor has no obligation to enforce, and hereby assigns to Lessee, and irrevocably appoints Lessee its agent and attorney-in-fact to assert against Manufacturer whatever claims and rights arising out of, its interest, if any, in all Manufacturer's warranties, guarantees and patent indemnity protections, express or implied, issued on or applicable to the Equipment, and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's expense. PURCHASER REPRESENTSLessee’s sole remedy for the breach of such warranties shall be against the Manufacturer, WARRANTS AND ACKNOWLEDGES THAT NEITHER SELLER NOR THE COMPANY HAS MADEand not against Lessor, AND EACH OF PURCHASER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND IS NOT RELYING ONnor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this Agreement, ANY EXTRA-CONTRACTUAL STATEMENT, AND EACH OF PURCHASER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY EXTRA-CONTRACTUAL STATEMENTS HERETOFORE FURNISHED OR MADE TO PURCHASER OR ITS REPRESENTATIVES OR AFFILIATES BY OR ON BEHALF OF SELLER OR THE COMPANY (IT BEING INTENDED THAT NO SUCH EXTRA-CONTRACTUAL STATEMENTS SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT)including the right to receive full and timely payments hereunder.