Common use of No Implied Representations and Warranties Clause in Contracts

No Implied Representations and Warranties. 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 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 Assignment Interest, 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) 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), 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, Newco has made its own investigation and assessment of the 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 Newco is entering into this Agreement based on such investigation and assessment and that 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 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) 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 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 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. Newco 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 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 Assignment 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) Newco 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), Newco 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, Newco Purchaser has made its own investigation and assessment of the Assignment 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 Newco Purchaser is entering into this Agreement based on such investigation and assessment and that Newco 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 Assignment 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) Newco 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 Assignment 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 Newco 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. Newco Purchaser acknowledges and agrees (x) that: (i) , other than the representations and warranties of Seller specifically contained in this Article IV, there are no representations or warranties of Seller or any other PersonPerson either expressed or implied (for the benefit of Purchaser) with respect to Seller (or any of its Affiliates), and the Relevant Royalty Payments, the Receivables, the Seller hereby disclaims all IP Assets, MAVYRET, any other representations and warrantiesRelevant Products, whether expressthe License Agreement, statutory or implied, in connection with this any Sublicense Agreement or the Transactions, including with respect to transactions contemplated by the Assignment InterestTransaction Documents, the GGL Agreements, the Royalty Interest Products, the Key Patents License Agreement 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, Sublicense Agreement and (iiy) Newco 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), Newco Purchaser acknowledges and agrees that (a)(ia) 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, Newco has have made its their own investigation of Seller (and assessment of the Assignment Interestits Affiliates), the Relevant Royalty Interest Payments, the Receivables, the Seller IP Assets, MAVYRET, any other Relevant Products, the GGL AgreementsLicense Agreement, any Sublicense Agreement and the transactions contemplated by the Transaction Documents, the Key Patents License Agreement and any other Intellectual Property related to the Royalty Interest Products, including patents Sublicense Agreement and patent applications and other Intellectual Property owned by GGL, and the Transactions, that Newco is entering into this Agreement based on such investigation and assessment and that 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 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) Newco is are not relying on, and shall have no remedies in respect of, (i) any implied warranties whatsoeveror (ii) except to the extent specifically contained in Article IV, including any representation or warranty whatsoever as to the future amount or potential amount of the Assignment InterestRelevant Royalty 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) or any other matter, Sublicensee (or any of its Affiliates) and (b) except as expressly set forth in any representation or warranty in this Article IV (as modified by the Seller Disclosure Schedule)IV, Seller Purchaser shall have no liability for claim or right regarding losses or damages pursuant to this Agreement Article VII (or otherwise) with respect to any information, documents or materials furnished or made available to Newco Purchaser 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, the License Agreement or any Sublicense Agreement. Purchaser further acknowledges and agrees that (A) as between the GGL Agreementsparties hereto, Purchaser is assuming all market risk associated with MAVYRET and any other Relevant Products and, as such, shall have no recourse against Seller or any of Seller’s Affiliates based on the failure of the sales of MAVYRET or any other Relevant Product to meet its or any other Person’s projections, and (B) neither Seller nor any of Seller’s Affiliates guarantees any obligations of the Licensee under the License Agreement.