Common use of No Implied Representations and Warranties Clause in Contracts

No Implied Representations and Warranties. Purchaser acknowledges and agrees that: (i) other than the representations and warranties of Seller specifically contained in this Article IV, there are no representations or warranties of Seller, Newco or any other Person, and Seller hereby disclaims all other representations and warranties, whether express, statutory or implied, in connection with this Agreement or the Transactions, including with respect to the Beneficial Interest, the Initial Transactions, the GGL Agreements, the Royalty Interest Products, the Key Patents or any other Intellectual Property or data relating to the Royalty Interest Products including patents and patent applications and other Intellectual Property owned by GGL, or the Transactions, and (ii) Purchaser does not rely on, and Seller shall have no liability in respect of, any representation or warranty not specifically set forth in this Article IV. Without limiting the foregoing, but subject to Section 4.5(d)(ii), Purchaser acknowledges and agrees that (a)(i) the GGL Agreements generally impose confidentiality obligations on information relating to or generated in connection with those agreements and performance thereunder, and, accordingly, Purchaser has made its own investigation and assessment of the Beneficial Interest, the Royalty Interest Products, the GGL Agreements, the Key Patents and any other Intellectual Property related to the Royalty Interest Products, including patents and patent applications and other Intellectual Property owned by GGL, and the Transactions, that Purchaser is entering into this Agreement based on such investigation and assessment and that Purchaser has not relied on and specifically waives any representation, warranty, description or statement, express or implied, set forth in any advertising, marketing literature or other documentation or materials concerning the GGL Agreements, the Beneficial Interest, the Royalty Interest Products, the Key Patents and any other Intellectual Property related to the Royalty Interest Products including patents and patent applications and other Intellectual Property owned by GGL, and (ii) Purchaser is not relying on, and shall have no remedies in respect of, any implied warranties whatsoever, including as to the future amount or potential amount of the Beneficial Interest, the creditworthiness of GGL or any of its Affiliates or any other matter, and (b) except as expressly set forth in any representation or warranty in this Article IV (as modified by the Seller Disclosure Schedule), Seller shall have no liability for losses or damages pursuant to this Agreement (or otherwise) with respect to any information, documents or materials furnished or made available to Purchaser or any of its Affiliates in any data room, presentation, interview or in any other form or manner relating to the Transactions or the GGL Agreements.

No Implied Representations and Warranties. Purchaser Newco acknowledges and agrees that: (i) other than the representations and warranties of Seller specifically contained in this Article IV, there are no representations or warranties of Seller, Newco Seller or any other Person, and Seller hereby disclaims all other representations and warranties, whether express, statutory or implied, in connection with this Agreement or the Transactions, including with respect to the Beneficial Assignment Interest, the Initial Transactions, the GGL Agreements, the Royalty Interest Products, the Key Patents or any other Intellectual Property or data relating to the Royalty Interest Products including patents and patent applications and other Intellectual Property owned by GGL, or the Transactions, and (ii) Purchaser Newco does not rely on, and Seller shall have no liability in respect of, any representation or warranty not specifically set forth in this Article IV. Without limiting the foregoing, but subject to Section 4.5(d)(ii), Purchaser Newco acknowledges and agrees that (a)(i) the GGL Agreements generally impose confidentiality obligations on information relating to or generated in connection with those agreements and performance thereunder, and, accordingly, Purchaser Newco has made its own investigation and assessment of the Beneficial Assignment Interest, the Royalty Interest Products, the GGL Agreements, the Key Patents and any other Intellectual Property related to the Royalty Interest Products, including patents and patent applications and other Intellectual Property owned by GGL, and the Transactions, that Purchaser Newco is entering into this Agreement based on such investigation and assessment and that Purchaser Newco has not relied on and specifically waives any representation, warranty, description or statement, express or implied, set forth in any advertising, marketing literature or other documentation or materials concerning the GGL Agreements, the Beneficial Assignment Interest, the Royalty Interest Products, the Key Patents and any other Intellectual Property related to the Royalty Interest Products including patents and patent applications and other Intellectual Property owned by GGL, and (ii) Purchaser Newco is not relying on, and shall have no remedies in respect of, any implied warranties whatsoever, including as to the future amount or potential amount of the Beneficial Assignment Interest, the creditworthiness of GGL or any of its Affiliates or any other matter, and (b) except as expressly set forth in any representation or warranty in this Article IV (as modified by the Seller Disclosure Schedule), Seller shall have no liability for losses or damages pursuant to this Agreement (or otherwise) with respect to any information, documents or materials furnished or made available to Purchaser Newco or any of its Affiliates in any data room, presentation, interview or in any other form or manner relating to the Transactions or the GGL Agreements.

No Implied Representations and Warranties. Purchaser acknowledges and agrees that: (ia) other than Except as expressly set forth in Section 3.1, the representations and warranties of Seller specifically contained in this Article IVParties make no representation or warranty, there are no representations or warranties of Seller, Newco or any other Person, and Seller hereby disclaims all other representations and warranties, whether express, statutory expressed or implied, at law or in connection with this Agreement equity in respect of the License Agreements, any Patents, the Assigned Interests, the Revenue Payments or the Transactionsotherwise, including with respect to the Beneficial Interestmerchantability or fitness for any particular purpose, the Initial Transactionsand any such other representations or warranties are hereby expressly disclaimed. The Buyers hereby acknowledge and agree that, the GGL Agreements, the Royalty Interest Products, the Key Patents or any other Intellectual Property or data relating except to the Royalty Interest Products including patents and patent applications and other Intellectual Property owned by GGL, or the Transactions, and (ii) Purchaser does not rely on, and Seller shall have no liability in respect of, any representation or warranty not extent specifically set forth in this Article IVAgreement, the Buyers are acquiring the Assigned Interests on an “as is, where is” basis. Without limiting the generality of the foregoing, but subject the Buyers acknowledge that sales of HerpV or any product covered by the License Agreements may not reach levels expected by the Buyers and could be significantly reduced or cease altogether due to Section 4.5(d)(iia number of factors, including competition from other products (including products developed or sold by a Licensee or Licensee Affiliate), Purchaser acknowledges regulatory or other governmental actions and agrees intellectual property-related factors, and that (a)(i) the GGL Agreements generally impose confidentiality obligations on information relating to or generated in connection with those agreements and performance thereunder, and, accordingly, Purchaser has made its own investigation and assessment of the Beneficial Interest, the Royalty Interest Products, the GGL Agreements, the Key Patents and any other Intellectual Property related Seller Parties have no obligation to the Royalty Interest Products, including patents Buyers with respect thereto. (b) The Buyers acknowledge and patent applications and other Intellectual Property owned by GGL, and agree that the Transactions, that Purchaser is entering into this Agreement based on such investigation and assessment and that Purchaser has Seller Parties have not relied on and specifically waives made any representation, representation or warranty, description or statement, express expressed or implied, set forth in any advertising, marketing literature or other documentation or materials concerning the GGL Agreements, the Beneficial Interest, the Royalty Interest Products, the Key Patents and any other Intellectual Property related to the Royalty Interest Products including patents and patent applications and other Intellectual Property owned by GGL, and (ii) Purchaser is not relying on, and shall have no remedies in respect of, any implied warranties whatsoever, including as to the future amount or potential amount of the Beneficial Interest, the creditworthiness of GGL or any of its Affiliates or any other matter, and (b) except as expressly set forth in any representation or warranty in this Article IV (as modified by Section 3.1, and the Seller Disclosure Schedule)Parties shall not have, Seller shall have no or be subject to, any liability for losses to the Buyers or damages pursuant any other Person resulting from the distribution to this Agreement (the Buyers or otherwise) with respect to the Buyers’ Affiliates, or the Buyers’ or the Buyers’ Affiliates’ use of or reliance on, any information, documents or materials furnished or materials presented, delivered or otherwise made available to Purchaser the Buyers or the Buyers’ Affiliates in connection with the transactions contemplated hereby. (c) Except as expressly set forth in Section 3.2, the Buyers make no representation or warranty, expressed or implied, at law or in equity, and any such other representations or warranties are hereby expressly disclaimed. (d) The Seller Parties acknowledge and agree that the Buyers have not made any representation or warranty, expressed or implied, except as expressly set forth in Section 3.2, and the Buyers shall not have, or be subject to, any liability to the Seller Parties or any other Person resulting from the distribution to the Seller Parties or the Seller Parties’ Affiliates, or the Seller Parties’ or the Seller Parties’ Affiliates’ use of its or reliance on, any information, documents or materials or materials presented, delivered or otherwise made available to the Seller Parties or the Seller Parties’ Affiliates in any data room, presentation, interview or in any other form or manner relating to connection with the Transactions or the GGL Agreementstransactions contemplated hereby.

No Implied Representations and Warranties. Purchaser Buyer acknowledges and agrees that: (i) , other than the representations and warranties of Seller specifically contained in this Article ARTICLE IV, there are no representations or warranties of Seller, Newco Seller or any other Person, and Seller hereby disclaims all other representations and warranties, whether express, statutory Person either expressed or implied, in connection with this Agreement or the Transactions, including implied with respect to the Beneficial InterestRoyalty Payments, the Initial Transactions, the GGL Agreements, the Royalty Interest Products, the Key Patents or any other Intellectual Property or data relating to the Royalty Interest Products including patents and patent applications and other Intellectual Property owned by GGL, Purchased Assets or the Transactions, License Agreement or the transactions contemplated by the Transaction Documents or the License Agreement and (ii) Purchaser that it does not rely on, and Seller shall have no liability remedies in respect of, any representation or warranty not specifically set forth in this Article ARTICLE IV, except in the case of fraud, intentional misrepresentation or willful misconduct. Without limiting Except in the foregoingcase of fraud, but subject to Section 4.5(d)(ii)intentional misrepresentation or willful misconduct, Purchaser Buyer acknowledges and agrees that (a)(ia) the GGL Agreements generally impose confidentiality obligations on information relating to or generated in connection Buyer, together with those agreements its Affiliates and performance thereunderRepresentatives, and, accordingly, Purchaser has have made its their own investigation and assessment of the Beneficial InterestRoyalty Payments, the Royalty Interest ProductsPurchased Assets, the GGL Agreements, the Key Patents and any other Intellectual Property related to the Royalty Interest Products, including patents and patent applications and other Intellectual Property owned by GGL, License Agreement and the Transactions, that Purchaser is entering into this transactions contemplated by the Transaction Documents and the License Agreement based on such investigation and assessment and that Purchaser has not relied on and specifically waives any representation, warranty, description or statement, express or implied, set forth in any advertising, marketing literature or other documentation or materials concerning the GGL Agreements, the Beneficial Interest, the Royalty Interest Products, the Key Patents and any other Intellectual Property related to the Royalty Interest Products including patents and patent applications and other Intellectual Property owned by GGL, and (ii) Purchaser is are not relying on, and shall have no remedies in respect of, any implied warranties whatsoever, including or upon any representation or warranty whatsoever as to the future amount or potential amount of the Beneficial InterestRoyalty Payments and the Purchased Assets, or as to the creditworthiness of GGL Pfizer (or any of its Affiliates or any other matter, Affiliates) and (b) except as expressly set forth in any representation or warranty in this Article IV (as modified by the Seller Disclosure Schedule)ARTICLE IV, Seller Buyer shall have no liability for claim or right regarding losses or damages pursuant to this Agreement ARTICLE VIII (or otherwise) with respect to any information, documents or materials (including the LEK data and report) furnished or made available to Purchaser Buyer or any of its Affiliates or its or its Affiliates’ Representatives in any data room, presentation, interview or in any other form or manner relating to the Transactions transactions contemplated by the Transaction Documents or the GGL AgreementsLicense Agreement.

No Implied Representations and Warranties. Purchaser acknowledges and agrees that: , (ix) other than the representations and warranties of Seller specifically contained in this Article IV, there are no representations or warranties of Seller, Newco Seller or any other Person, and Seller hereby disclaims all other representations and warranties, whether express, statutory Person either expressed or implied, in connection with this Agreement or implied (for the Transactions, including benefit of Purchaser) with respect to the Beneficial InterestRoyalty Payments, the Initial TransactionsReceivables, the GGL AgreementsSeller IP Assets, the Royalty Interest ProductsLicense Agreement, the Key Patents GSK Agreement, the Penn Agreement, any sub-license granted under the License Agreement or the transactions contemplated by the Transaction Documents, the License Agreement, the GSK Agreement, the Penn Agreement, or any other Intellectual Property or data relating to sub-license granted under the Royalty Interest Products including patents and patent applications and other Intellectual Property owned by GGL, or the Transactions, License Agreement and (iiy) Purchaser that it does not rely on, and Seller shall have no liability remedies in respect of, any representation or warranty not specifically set forth in this Article IV. Without limiting the foregoing, but subject to Section 4.5(d)(ii), Purchaser acknowledges and agrees that (a)(i) the GGL Agreements generally impose confidentiality obligations on information relating to or generated in connection Purchaser, together with those agreements its Affiliates and performance thereunderits and its Affiliates’ Representatives, and, accordingly, Purchaser has have made its their own investigation and assessment of the Beneficial InterestRoyalty Payments, the Royalty Interest ProductsReceivables, the GGL AgreementsSeller IP Assets, the Key Patents License Agreement, the GSK Agreement, the Penn Agreement, any sub-license granted under the License Agreement and the transactions contemplated by the Transaction Documents, the License Agreement, the GSK Agreement, the Penn Agreement and any other Intellectual Property related to sub-license granted under the Royalty Interest Products, including patents License Agreement and patent applications and other Intellectual Property owned by GGL, and the Transactions, that Purchaser is entering into this Agreement based on such investigation and assessment and that Purchaser has not relied on and specifically waives any representation, warranty, description or statement, express or implied, set forth in any advertising, marketing literature or other documentation or materials concerning the GGL Agreements, the Beneficial Interest, the Royalty Interest Products, the Key Patents and any other Intellectual Property related to the Royalty Interest Products including patents and patent applications and other Intellectual Property owned by GGL, and (ii) Purchaser is are not relying on, and shall have no remedies in respect of, (a) any implied warranties whatsoever, including or (b) any representation or warranty whatsoever as to the future amount or potential amount of the Beneficial InterestRoyalty Payments and the Receivables, as to the validity or value of the Seller IP Assets, or as to the creditworthiness of GGL the Licensee (or any of its Affiliates Affiliates), any sub-licensee party to a sub-license granted under the License Agreement (or any other matterof its Affiliates), and (b) except as otherwise expressly set forth in any representation or warranty in this Article IV (as modified by the Seller Disclosure Schedule), Seller shall have no liability for losses or damages pursuant to this Agreement (or otherwise) with respect to any information, documents or materials furnished or made available to Purchaser or any of its Affiliates in any data room, presentation, interview or in any other form or manner relating to the Transactions or the GGL AgreementsAgreement.