Common use of No Implied Representations and Warranties Clause in Contracts

No Implied Representations and Warranties. Purchaser acknowledges and agrees that, (x) other than the representations and warranties of Seller specifically contained in Article IV, there are no representations or warranties of Seller or any other Person either expressed or implied (for the benefit of Purchaser) with respect to the Royalty Payments, the Receivables, the Seller IP Assets, the License Agreement, the 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 sub-license granted under the License Agreement and (y) that it does not rely on, and shall have no remedies in respect of, any representation or warranty not specifically set forth in Article IV. Without limiting the foregoing, Purchaser acknowledges and agrees that Purchaser, together with its Affiliates and its and its Affiliates’ Representatives, have made their own investigation of the Royalty Payments, the Receivables, the Seller IP Assets, the 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 sub-license granted under the License Agreement and are not relying on, and shall have no remedies in respect of, (a) any implied warranties or (b) any representation or warranty whatsoever as to the future amount or potential amount of the Royalty Payments and the Receivables, as to the validity or value of the Seller IP Assets, or as to the creditworthiness of the Licensee (or any of its Affiliates), any sub-licensee party to a sub-license granted under the License Agreement (or any of its Affiliates), except as otherwise expressly set forth in this Agreement.

No Implied Representations and Warranties. Purchaser Buyer acknowledges and agrees that, (x) other than the representations and warranties of Seller specifically contained in Article ‎ARTICLE IV, there are no representations or warranties of Seller or any other Person either expressed or implied (for the benefit of Purchaser) with respect to the Royalty Payments, Purchased Receivables or the Receivables, the Seller IP Assets, the License Agreement, the GSK Agreement, the Penn Agreement, any sub-license granted under the License Sale Agreement or the transactions contemplated by the Transaction Documents, the License Agreement, the GSK Agreement, the Penn Agreement, or any sub-license granted under the License Agreement Documents and (y) that it does not rely on, and shall have no remedies in respect of, any representation or warranty not specifically set forth in Article ‎ARTICLE IV, except in the case of fraud, intentional misrepresentation or willful misconduct. Without limiting Except in the foregoingcase of fraud, Purchaser intentional misrepresentation or willful misconduct, Buyer acknowledges and agrees that Purchaser(a) Buyer, together with its Affiliates and its and its Affiliates’ Representatives, have made their own investigation of the Royalty Payments, the Purchased Receivables, the Seller IP Assets, the License Agreement, the GSK Agreement, the Penn Agreement, any sub-license granted under the License Sale Agreement and the transactions contemplated by the Transaction Documents, the License Agreement, the GSK Agreement, the Penn Agreement and any sub-license granted under the License Agreement and are not relying on, Documents and shall have no remedies in respect of, (a) any implied warranties or (b) upon any representation or warranty whatsoever as to the future amount or potential amount of the Royalty Payments and the Purchased Receivables, as to the validity or value of the Seller IP Assets, or as to the creditworthiness of the Licensee Medexus (or any of its Affiliates)) and (b) except as expressly set forth in any representation or warranty in ‎ARTICLE IV, Buyer shall have no claim or right regarding losses or damages pursuant to this ‎ARTICLE VIII (or otherwise) with respect to any sub-licensee party information, documents or materials furnished or made available to a sub-license granted under the License Agreement (Buyer or any of its Affiliates or its or its Affiliates)’ Representatives in any data room, except as otherwise expressly set forth presentation, interview or in this any other form or manner relating to the transactions contemplated by the Transaction Documents or the Sale Agreement.

No Implied Representations and Warranties. Purchaser Buyer acknowledges and agrees that, (x) other than the representations and warranties of Seller specifically contained in Article ARTICLE IV, there are no representations or warranties of Seller or any other Person either expressed or implied (for the benefit of Purchaser) with respect to the Royalty Payments, the Receivables, the Seller IP Assets, the License Agreement, the GSK Agreement, the Penn Agreement, any sub-license granted under Purchased Assets or the License Agreement or the transactions contemplated by the Transaction Documents, the License Agreement, the GSK Agreement, the Penn Agreement, Documents or any sub-license granted under the License Agreement and (y) that it does not rely on, and shall have no remedies in respect of, any representation or warranty not specifically set forth in Article ARTICLE IV, except in the case of fraud, intentional misrepresentation or willful misconduct. Without limiting Except in the foregoingcase of fraud, Purchaser intentional misrepresentation or willful misconduct, Buyer acknowledges and agrees that Purchaser(a) Buyer, together with its Affiliates and its and its Affiliates’ Representatives, have made their own investigation of the Royalty Payments, the Receivables, the Seller IP Purchased Assets, the 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 Documents and any sub-license granted under the License Agreement and are not relying on, and shall have no remedies in respect of, (a) any implied warranties or (b) upon any representation or warranty whatsoever as to the future amount or potential amount of the Royalty Payments and the Receivables, as to the validity or value of the Seller IP Purchased Assets, or as to the creditworthiness of the Licensee Pfizer (or any of its Affiliates)) and (b) except as expressly set forth in any representation or warranty in ARTICLE IV, Buyer shall have no claim or right regarding losses or damages pursuant to this ARTICLE VIII (or otherwise) with respect to any sub-licensee party information, documents or materials (including the LEK data and report) furnished or made available to a sub-license granted under the License Agreement (Buyer or any of its Affiliates or its or its Affiliates)’ Representatives in any data room, except as otherwise expressly set forth presentation, interview or in this any other form or manner relating to the transactions contemplated by the Transaction Documents or the License Agreement.

No Implied Representations and Warranties. Purchaser acknowledges and agrees that, that (x) other than the representations and warranties of Seller specifically contained in Article IV, there are no representations or warranties of Seller or any other Person either expressed or implied (for the benefit of Purchaser) with respect to Seller (or any of its Affiliates), the Royalty PaymentsRoyalties, the Receivables, the Seller IP AssetsPurchased Receivables, OMIDRIA, Separate Payments, the License Agreement, the GSK Agreement, the Penn Agreement, any sub-license granted under the License Agreement APA or the transactions contemplated by the Transaction Documents, Documents or the License Agreement, the GSK Agreement, the Penn Agreement, or any sub-license granted under the License Agreement APA and (y) that it Purchaser does not rely on, and shall have no remedies in respect of, any representation or warranty not specifically set forth in Article IV. Without limiting the foregoing, Purchaser acknowledges and agrees that (a) Purchaser, together with its Affiliates and its and its Affiliates’ Representatives, have made their own investigation of Seller (and its Affiliates), the Royalty PaymentsRoyalties, the Receivables, the Seller IP AssetsPurchased Receivables, OMIDRIA, Separate Payments, the License Agreement, the GSK Agreement, the Penn Agreement, any sub-license granted under the License Agreement APA and the transactions contemplated by the Transaction DocumentsDocuments and the APA and, the License Agreementexcept as expressly set forth in any representation or warranty in Article IV, the GSK Agreement, the Penn Agreement and any sub-license granted under the License Agreement and are not relying on, and shall have no remedies in respect of, (ai) any implied warranties or warranties, (bii) any representation or warranty whatsoever as to the future amount or potential amount of the Royalty Payments Royalties, the Receivables and the Receivables, as to the validity or value of the Seller IP Assets, Purchased Receivables or as to the creditworthiness of the Licensee Rxxxxx Surgical or Rxxxxx Surgical Group Limited (or any of its their respective Affiliates)) or (iii) any representation or warranty whatsoever as to the availability, amount or likelihood of any sub-licensee party Separate Payment and (b) except as expressly set forth in any representation or warranty in Article IV, Purchaser shall have no claim or right regarding losses or damages pursuant to a sub-license granted under this Article VIII (or otherwise) with respect to any information, documents, or materials relating to the License Agreement (transactions contemplated by the Transaction Documents or the APA furnished or made available to Purchaser or any of its Affiliates or its or its Affiliates)’ Representatives by Seller or Seller’s Representatives. Purchaser further acknowledges and agrees that, except as otherwise without limiting the representations and warranties expressly set forth in this AgreementArticle IV, (A) as between the Parties hereto, Purchaser is assuming all market risk associated with OMIDRIA (including with respect to the Receivables and the Purchased Receivables) and, as such, shall have no recourse against Seller or any of Seller’s Affiliates based on the failure of the sales of OMIDRIA to meet its or any other Person’s projections and (B) neither Seller nor any of Seller’s Affiliates guarantees any obligations of Rxxxxx Surgical or Rxxxxx Surgical Group Limited under the APA.

No Implied Representations and Warranties. Purchaser acknowledges and agrees that, (x) other than Except for the representations and warranties of Seller specifically contained in Article IV‎ARTICLE 3 (as modified by the Disclosure Schedules), there are no representations the Support Agreements or warranties any other Transaction Document, none of Seller the Acquired Companies, Stockholders or any other Person either expressed makes any other express or implied (for the benefit of Purchaser) representation or warranty with respect to the Royalty PaymentsAcquired Companies, the ReceivablesStockholders or Warrant Holders or the Contemplated Transactions, and the Seller IP AssetsCompany disclaims any and all Liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Buyer, Merger Sub or their respective Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Buyer or Merger Sub by any director, officer, employee, agent, consultant, or representative of the License Agreement, the GSK Agreement, the Penn AgreementAcquired Companies, any sub-license granted under Stockholder or Warrant Holder or any of their respective Affiliates), except in the License Agreement case of actual fraud. Except as expressly set forth herein or the transactions contemplated by in the Transaction Documents, the License Agreementcondition of the assets of the Acquired Companies shall be “as is” and “where is” and the Company makes no warranty of merchantability, suitability, fitness for a particular purpose or quality with respect to any of the GSK Agreementtangible assets of any Acquired Company or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except for the Penn Agreementrepresentations and warranties contained in this ‎ARTICLE 3 (as modified by the Disclosure Schedules) and the Transaction Documents, neither the Company nor any other Person has made or any sub-license granted under the License Agreement and (y) that it does not rely on, and shall have no remedies in respect of, makes any representation or warranty not specifically set forth in Article IV. Without limiting to Buyer, Merger Sub or their respective Affiliates or Representatives regarding: (i) the foregoing, Purchaser acknowledges and agrees that Purchaser, together with its Affiliates and its and its Affiliates’ Representatives, have made their own investigation prospects of the Royalty Paymentsbusiness, (ii) the Receivablesprobable success or profitability of the Acquired Companies; or (iii) the accuracy or completeness of any confidential information memoranda, the Seller IP Assetsdocuments, the License Agreementprojections, the GSK Agreementmaterial, the Penn Agreementstatement, data, or other information (financial or otherwise) provided or made available to Buyer, Merger Sub or their respective Affiliates or Representatives including in any sub-license granted under the License Agreement and “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by the Transaction Documents, the License Agreement, the GSK Agreement, the Penn Agreement and any sub-license granted under the License Agreement and are not relying on, and shall have no remedies in respect of, (a) any implied warranties or (b) any representation or warranty whatsoever as to the future amount or potential amount of the Royalty Payments and the Receivables, as to the validity or value of the Seller IP Assets, or as to the creditworthiness of the Licensee (or any of its Affiliates), any sub-licensee party to a sub-license granted under the License Agreement (or any of its Affiliates), except as otherwise expressly set forth in this Agreement.