No Assurance Sample Clauses
No Assurance. Consultant acknowledges and agrees that the City is not required to request any services from Consultant via a Task Order under this Agreement.
No Assurance. Buyer is relying solely on the express representations, warranties and covenants of Seller contained in this Agreement and Transaction Documents, and upon no other representations or statements of Seller or any of its Affiliates or their respective directors, officers, employees, agents or representatives, and acknowledges and agrees that nothing in this Agreement or the Transaction Documents shall be deemed to create any additional implied duty, disclosure obligation or responsibility on the part of Seller or its Affiliates.
No Assurance. For the avoidance of doubt, nothing contained in this Agreement shall be construed as a warranty by Buyer that any commercialization to be carried out by it in connection with this Agreement will actually achieve its aims or any other results and Buyer makes no warranties whatsoever as to any results to be achieved in consequence of the carrying out of any such commercialization. Furthermore, Buyer makes no representation to the effect that the commercialization of any of the Products, or any part thereof, will succeed, or that it shall be able to sell any of the Products in any quantity. The foregoing provision does not qualify the obligation of Buyer to use its good faith, continuous and commercially reasonable effort to fulfill the Diligence Obligation in accordance with Section 5.1.
No Assurance. Buyer acknowledges and agrees that the rates or bases used in calculating payments or reimbursements to it by any Payor (including but not limited to Medicare) may differ from the rates and bases used in calculating such payments or reimbursements to Seller and the Subsidiaries. Buyer further acknowledges and agrees that the Financial Schedule has been prepared based upon the records and historical methodology of Seller as described in Section 3.17, and that HEALTHSOUTH has not independently verified the information contained therein; provided, however, that the foregoing clause shall not impair Buyer's right to the satisfaction of the condition set forth in Section 8.2.
No Assurance. Buyer acknowledges and agrees that the rates or bases used in calculating payments or reimbursements to it by any Payor (including but not limited to Medicare) may differ from the rates and bases used in calculating such payments or reimbursements to Seller; provided, however, that Seller will notify Buyer of any changes in said rates arising prior to Closing of which Seller has Knowledge.
No Assurance. The Acquiror acknowledges and agrees that the Seller makes no representation or warranty with respect to, and nothing contained in this Agreement or the other Transaction Agreements, or in any other agreement, document or instrument to be delivered in connection with the transactions contemplated hereby or thereby is intended or shall be construed to be a representation or warranty (express or implied) of the Seller with respect to the adequacy or sufficiency of any of the reserves of the Companies or the effect of the adequacy or sufficiency of such reserves of the Companies on any “line item” or asset, liability or equity amount.
No Assurance. By requiring insurance herein, the Airports Authority does not represent that coverage and limits will necessarily be adequate to protect Contractor, and such coverage and limits shall not be deemed as a limitation on Contractor’s liability under the indemnities granted to the Airports Authority in this Contract.
No Assurance. Nothing in this agreement shall be construed so as to give any rights with respect to the aggregate number of Common Shares that will actually be issued to Evansville, which shall be determined based on the procedure for completing the offering of the Rights described in the Draft Rights Offering Circular.
No Assurance. Neither WGL nor MEDTRONIC make any representation or warranty that a WGL Capacitor suitable for use in implantable products can or will be developed satisfactorily for sale. MEDTRONIC will engage in such research, development, marketing and sales activities concerning capacitors as MEDTRONIC deems appropriate in its sole commercial judgment. WGL, and MEDTRONIC acknowledge that MEDTRONIC and its Affiliates are and will continue to be engaged in developing and exploiting technologies, processes and products which are similar to or competitive with WGL's products; nothing herein will limit MEDTRONIC or its Affiliates from continuing to develop or exploit for MEDTRONIC's benefit such technologies, processes or products without obligation to WGL except as set forth herein.
No Assurance. Neither TGC nor MDT make any representation or warranty that the OEM Product will be suitable for use in humans or can or shall be developed satisfactorily for FDA approval or continued sale thereafter. MDT and TGC recognize and assume the significant risks associated with designing, developing and manufacturing OEM Products in accordance with this Agreement. MDT and TGC individually assume the risks that (a) OEM Products will not be developed that meet customer requirements or the party's goals for this Agreement, and (b) the market will fail to accept such OEM Products. TGC and MDT acknowledge that MDT and its Affiliates are and shall continue to be engaged in developing and exploiting technologies, processes and products which are similar to or competitive with the OEM Products; provided, however, that MDT agrees that it shall not use any Confidential Information of TGC in developing or exploiting such technologies, processes, and products.