No Implied Representation. EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT AND ANY ANCILLARY AGREEMENT, BUYERS AGREE THAT SELLERS MAKE NO WARRANTY, EXPRESS OR IMPLIED (A) AS TO THE MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PURCHASED ASSETS, (B) AS TO THE QUALITY OF THE PURCHASED ASSETS OR ANY PART THEREOF, (C) AS TO THE CONDITION OR WORKMANSHIP OF THE PURCHASED ASSETS, (D) AS TO THE ABSENCE OF ANY DEFECTS IN THE PURCHASED ASSETS, WHETHER LATENT OR PATENT, OR (E) AS TO ANY OTHER MATTER. BUYERS AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, THE PURCHASED ASSETS ARE TO BE TRANSFERRED HEREUNDER “AS IS” ON THE CLOSING DATE AND IN THEIR PRESENT CONDITION, SUBJECT TO REASONABLE USE, WEAR AND TEAR BETWEEN THE DATE HEREOF AND THE CLOSING DATE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYERS AGREE THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN ANY OF THE OFFERING MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER MATERIALS THAT HAVE BEEN PROVIDED TO BUYERS ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF SELLERS. EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT AND ANY ANCILLARY AGREEMENT, SELLERS AGREE THAT BUYERS MAKE NO WARRANTY, EXPRESS OR IMPLIED (A) AS TO KEY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR OTHERWISE) OR PROSPECTS OR (B) AS TO ANY OTHER MATTER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLERS AGREE THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN ANY OF THE OFFERING MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER MATERIALS THAT HAVE BEEN PROVIDED TO SELLERS ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF BUYERS.
No Implied Representation. Notwithstanding anything contained in this Article III or any other provision of this Agreement, it is the explicit intent of each party hereto that none of the Seller, MTI or the Parent is making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, including any implied warranty or representation as to condition, merchantability or suitability as to any of the Assets or the Business, and it is understood that subject to the representations and warranties contained in this Agreement the Buyer takes the Assets and the Business as is and where is and in their then present condition, and Buyer shall rely upon its own examination thereof.
No Implied Representation. Notwithstanding anything contained in this Agreement, it is the explicit intent of each party hereto that Seller is making no representation or. warranty whatsoever, express or implied, beyond those expressly given in this Agreement, including any implied warranty or representation as to condition, merchantability, or suitability as to any of the Acquired Assets and, subject to the representations and warranties given herein, it is understood that Buyer takes the Acquired Assets as is and where is. It is understood that any cost estimates, projections or other predictions contained or referred to in the Schedules or in the offering materials that have been provided to Buyer are not and shall not be deemed to be representations or warranties of Seller.
No Implied Representation. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CUSTOMER ACKNOWLEDGES AND AGREES THAT BANK IS MAKING NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND OF MERCHANTABILITY, EITHER TO CUSTOMER OR TO ANY THIRD PARTY WITH RESPECT TO THE SERVICES OR ANY COMPUTER PROGRAMS, EQUIPMENT OR SOFTWARE USED BY CUSTOMER IN CONNECTION WITH THE SERVICES.
No Implied Representation. Each of the Parties acknowledges that, in agreeing to enter into this Agreement, it has not relied on any representation, warranty, collateral contract or other assurance except those set out in this Agreement and the documents referred to in made by or on behalf of the other Party before the signature of this Agreement.
No Implied Representation. NOTWITHSTANDING ANYTHING CONTAINED IN THIS ARTICLE III OR ANY OTHER PROVISION OF THIS AGREEMENT, THE COMPANY IS NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN BY THE COMPANY IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR REPRESENTATION AS TO THE VALUE, CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR SUITABILITY OF ANY OF THE ASSETS, PROPERTIES, RIGHTS OR CLAIMS OF THE COMPANY, ANY SUBSIDIARY OR THE BUSINESS, OR ANY DOCUMENTS MADE AVAILABLE OR MANAGEMENT PRESENTATION TO THE BUYER OR ITS REPRESENTATIVES, ALL OF WHICH ARE HEREBY DISCLAIMED.
No Implied Representation. Notwithstanding anything else contained in this Section 3 or any other provision of this Agreement, it is the explicit intent of each party hereto that the Company is making no representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement.
No Implied Representation. Notwithstanding anything contained in Article III, IV or V or any other provision of this Agreement, it is the explicit intent of each party hereto that the Company and the Sellers are making no representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, including but not limited to any implied warranty or representation as to condition, merchantability or suitability as to any of the properties or assets of the business of the Company and its Subsidiaries. It is understood that any estimates or other predictions contained or referred to in the Schedules hereto or in the materials that have been provided to Buyer are not and shall not be deemed to be representations or warranties of Sellers.
No Implied Representation. NOTWITHSTANDING ANYTHING CONTAINED IN THIS ARTICLE 2 OR ANY OTHER PROVISION OF THIS AGREEMENT, (a) THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER ANY OF SANTA XXXX, EV3 TECHNOLOGIES, PARENT NOR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS, OR REPRESENTATIVES IS MAKING, WHETHER CONTAINED IN OR REFERRED TO IN THE EVALUATION MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY MARKET DATA, MARKET ANALYSIS OR PROJECTIONS RELATED THERETO, THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED TO BUYER OR ANY OF ITS AFFILIATES, AGENTS OR REPRESENTATIVES, ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN IN THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OR REPRESENTATION AS TO THE VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE ASSIGNED ASSETS. SECTION 3
No Implied Representation. Buyer acknowledges that Seller is making no representation or warranty whatsoever, express or implied, beyond those expressly given in Article IV of this Agreement, including any implied warranty of merchantability or suitability as to the properties or Assets of the Company. In addition, without limiting the generality of the foregoing, Buyer acknowledges that any cost estimates, projections and predictions contained or referred to in the materials that have been provided to Buyer are not and shall not be deemed to be representations or warranties of Seller unless such matters are representations or warranties covered in Article IV. Notwithstanding the foregoing, any Claims involving fraud, intentional misrepresentation or willful misconduct on the part of Seller, the Company or any of their respective Affiliates shall not be precluded, impacted or otherwise affected by this Section 5.8.
