LIMITATIONS TO THE WARRANTIES. LIMITATION IN TIME ------------------ 12.1 The Vendors shall be under no liability in respect of the Warranties unless the Vendors shall have been given written notice by the Purchaser prior to the second anniversary of the Completion Date stating the grounds for such liability contingent or otherwise and reasonable details of the circumstances giving rise to and the Purchaser's or BTI's best estimate of the aggregate amount of such liability. LIMITATION IN AMOUNTS --------------------- 12.2 The aggregate liability of the Vendors in respect of the Warranties shall not in any event exceed the Consideration (as adjusted). 12.3 The Vendors shall have no liability in respect of any individual claim under the Warranties where that claim is for a sum less than (pound)2,000. 12.4 The Vendors shall not be obliged to make any payment to the Purchaser or BTI by way of damages for breach of the Warranties unless the total amount of the liability of the Vendors relative to claims for breach of Warranty in aggregate exceeds (pound)35,000 in which event the Vendors shall be liable for the whole amount and not merely the excess over (pound)35,000. GENERAL LIMITATIONS ------------------- 12.5 12.5.1 The Vendors shall have no liability in respect of the Warranties to the extent that any of the following circumstances apply:- 12.5.1.1 where such liability would not have arisen but for some voluntary act or transaction carried out by or on behalf of the Purchaser and/or some voluntary omission of (or on behalf of) the Purchaser after the Effective Date. 12.5.1.2 where any breach of Warranties occurs as a result of changes in or enactments of legislation or taxation occurring after Completion which take effect retrospectively; 12.5.1.3 where any breach of the Warranties is capable of remedy unless the Purchaser shall have first afforded to the Vendors opportunity to remedy such breach provided that this shall only apply in circumstances where such breach is capable of remedy within a reasonable period of time and where the Business and the Purchaser shall not be materially prejudiced by allowing the Vendors such opportunity; 12.5.1.4 where any breach of the Warranties occurs as a result of any change in the accounting policies or practices of the Business (including the

LIMITATIONS TO THE WARRANTIES. 9.1. The aggregate liability of the Seller in respect of all breaches of the Warranties shall not exceed a sum equal to £2,500,000 less such sum as is deducted by the Buyer from the Retention pursuant to the provisions of clause 16.2 or (as determined by the Expert) clause 16.3. 9.2. The Seller shall be under no liability in respect of breaches of the Warranties unless the aggregate liability of the Seller in respect of all breaches of the Warranties exceeds £50,000 Provided that if such amount is exceeded the Seller shall be liable for the whole amount claimed in respect of such breaches and not only for the excess. 9.3. The Buyer shall not be entitled to make any claim against the Seller in respect of any breach of the Warranties unless the Buyer has given written notice of its intention to make such a claim to the Seller on or before the expiry of 12 months from Completion. 9.4. The Seller shall be under no liability in respect of any claim unless, notice of such claim having been duly given in accordance with sub-clause 9.3 above, within 12 months of the giving of such notice proceedings shall have been commenced in respect of such claim by being issued and served upon the Seller. 9.5. The only warranties given in respect of: 9.5.1. the information contained in Files Nos 1 and 2 of the Data Room including (without limitation) sales information, trade listings information, Customer Orders and Supplier Orders are those set out at paragraphs 3 of Schedule 3, Part A; and 9.5.2. Business Intellectual Property are those at Part B of Schedule 3. 9.6. Notwithstanding any other provision of this agreement, the provisions of this clause 9 shall not apply to any claim made against the Seller in the case of any fraud, dishonesty or wilful misstatement by or on behalf of the Seller.

LIMITATIONS TO THE WARRANTIES. 6.1 No Party hereto shall be liable to another Party hereto for such other Party's lost profits, loss of use, lost revenues or other indirect, incidental, special or consequential damages arising from or relating to a Party's performance, non-performance, breach or default under a covenant, warranty, representation, term or condition hereof.

LIMITATIONS TO THE WARRANTIES. 7.1 The aggregate liability of the Vendors in respect of all Claims under the Warranties and under the Tax Deed shall not exceed US$1,700,000.

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Limitations on Warranties Notwithstanding anything else in this Agreement: Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Licensed Materials. Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any Licensed Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. Except for the express warranties stated herein, the Licensed Materials are provided on an "as is" basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Licensor further expressly disclaims any warranty or representation to Authorized Users, or to any third party.
Limitations on Representations and Warranties Except for the representations and warranties specifically set forth in this Agreement, neither Purchaser nor any of its agents, Affiliates or representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to Seller, express or implied, at law or in equity, with respect to the transactions contemplated hereby, and Purchaser hereby disclaims any such representation or warranty whether by Purchaser or any of its officers, directors, employees, agents or representatives or any other Person.
Limitation of Representations and Warranties Except for the representations and warranties expressly set forth in this Agreement and the other Transaction Documents, Seller is not making and shall not be deemed to have made any other representations or warranties, written or oral, statutory, express or implied, concerning the Units, the Company or the business, assets or liabilities of the Company. PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND PURCHASER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, THE COMPANY, SELLER AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS HERETOFORE FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY OR SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER THE COMPANY NOR SELLER IS MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO ANY FORWARD-LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN ANY SUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO PURCHASER OR ITS REPRESENTATIVES.
Limitation on Warranties Client and Spirent agree that the services are provided “as is” and “as available” and that Spirent makes no warranty as to the services. Spirent disclaims all other warranties, either express or implied, including, without limitation, warranties of merchantability and fitness for a particular purpose. Spirent does not warrant the work performed by client or third-party contractors or that any systems or operation of systems will be defect or error-free.
Representations and Warranties of Grantee Grantee hereby represents and warrants to Issuer that:
Limitation on Representations and Warranties PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS MASTER PURCHASE AND SALE AGREEMENT, ANY INDIVIDUAL PURCHASE AND SALE AGREEMENT AND/OR IN ANY OF THE DOCUMENTS DELIVERED AT CLOSING, NEITHER THE SELLER, THE FRANCHISOR, OPERATING TENANT, THE EMPLOYER OR ANY OF THEIR AFFILIATES, NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, NOR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING, HAVE MADE ANY REPRESENTATION, WARRANTY, GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH RESPECT TO THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY REPRESENTATION OR WARRANTY AS TO (A) THE CONDITION, SAFETY, QUANTITY, QUALITY, USE, OCCUPANCY OR OPERATION OF THE PROPERTY, (B) THE PAST, PRESENT OR FUTURE REVENUES OR EXPENSES WITH RESPECT TO THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY, (C) THE COMPLIANCE OF THE PROPERTY OR THE BUSINESS WITH ANY ZONING REQUIREMENTS, BUILDING CODES OR OTHER APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT OF 1990, (D) THE ACCURACY OF ANY ENVIRONMENTAL REPORTS OR OTHER DATA OR INFORMATION SET FORTH IN THE SELLER DUE DILIGENCE MATERIALS PROVIDED TO PURCHASER WHICH WERE PREPARED FOR OR ON BEHALF OF THE SELLER, OR (E) ANY OTHER MATTER RELATING TO THE SELLER, THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY.
Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.
Disclaimer of Representations and Warranties THE PARTIES UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN THE TRANSACTION AGREEMENT, OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED HEREBY OR THEREBY, NO PARTY TO THIS AGREEMENT, THE TRANSACTION AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, THE TRANSACTION AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS, APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR 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 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, IN THE TRANSACTION AGREEMENT OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.
Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.
Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

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