No Implied Representations and Warranties. The Buyer acknowledges and agrees that, other than the express representations and warranties of the Company specifically contained in ARTICLE 4 and by the Target contained in the Xxxx of Sale, (a) there are no representations or warranties of the Company or the Target either expressed or implied with respect to the Patent Rights or Revenue Payments and that the Buyer does not rely on, and shall have no remedies hereunder in respect of, any representation or warranty not specifically set forth in ARTICLE 4, or the Xxxx of Sale and all other representations and warranties are hereby expressly disclaimed, and (b) nothing contained herein guarantees any sales of the Target Products or the amount of the aggregate Revenue Payments due to the Buyer (it being understood and agreed that nothing in this Section 4.3 shall limit the Company’s obligations under ARTICLE 7 in accordance with its terms). Notwithstanding the foregoing, claims for common law fraud shall not be waived or limited in any way by this Section 4.3.
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No Implied Representations and Warranties. The Buyer Payer acknowledges and agrees that, other than the express representations and warranties of the Company specifically contained in ARTICLE ARTICLE 4 and by the Target contained in the Xxxx of Saleother Transaction Documents, (a) there are no representations or warranties of the Company or the Target either expressed or implied with respect to the Patent Rights or Revenue Payments Payment and that the Buyer Payer does not rely on, and shall have no remedies hereunder in respect of, any representation or warranty not specifically set forth in ARTICLE 4ARTICLE 4 and the other Transaction Documents, or the Xxxx of Sale and all other representations and warranties are hereby expressly disclaimed, and (b) nothing contained herein guarantees any that sales of the Target Products or the amount of the aggregate Revenue Payments due to the Buyer Payer will achieve any specific amounts (it being understood and agreed that nothing in this Section Section 4.3 shall limit in any way the Company’s obligations under ARTICLE 7 in accordance with its terms)ARTICLE 8). Notwithstanding the foregoing, claims for common law fraud fraud, gross negligence, or willful misconduct shall not be waived or limited in any way by this Section 4.3Section 4.
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No Implied Representations and Warranties. The Buyer acknowledges and agrees that, other than the express representations and warranties of the Company Parent and the Seller specifically contained in ARTICLE 4 and by the Target contained in the Xxxx of SaleARTICLE 4, (a) there are no representations or warranties of the Company Parent or the Target Seller either expressed or implied with respect to the Patent Rights or Revenue Payments Royalty Payment and that the Buyer does not rely on, and shall have no remedies hereunder in respect of, any representation or warranty not specifically set forth in ARTICLE ARTICLE 4, or the Xxxx of Sale and all other representations and warranties are hereby expressly disclaimed, and (b) nothing contained herein guarantees any that sales of the Target Products or the amount of the aggregate Revenue Royalty Payments due to the Buyer will achieve any specific amounts (it being understood and agreed that nothing in this Section Section 4.3 shall limit in any way the CompanySeller’s obligations under ARTICLE 7 in accordance with its terms)ARTICLE 8). Notwithstanding the foregoing, claims for common law fraud fraud, gross negligence, or willful misconduct shall not be waived or limited in any way by this Section Section 4.3. Except for the Revenue Participation Right, Back-up Security Interest and the Buyer’s rights under Section 6.5(e), the Buyer further acknowledges and agrees that no licenses or assignments under any assets (including the Patent Rights or any other intellectual property) of the Seller and its Affiliates are granted pursuant to this Agreement, including by implication, estoppel, exhaustion or otherwise.
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Samples: Purchase and Sale Agreement (Avadel Pharmaceuticals PLC)
No Implied Representations and Warranties. (a) . The Buyer acknowledges and agrees that, other than the express representations and warranties of the Company Seller specifically contained in ARTICLE 4 and by the Target contained in the Xxxx of SaleARTICLE 4, (a) there are no representations or warranties of the Company or the Target Seller either expressed or implied with respect to the Patent Rights or Revenue Payments Royalty Payment and that the Buyer does not rely on, and shall have no remedies hereunder in respect of, any representation or warranty not specifically set forth in ARTICLE ARTICLE 4, or the Xxxx of Sale and all other representations and warranties are hereby expressly disclaimed, and (b) nothing contained herein guarantees any that sales of the Target Products or the amount of the aggregate Revenue Royalty Payments due to the Buyer will achieve any specific amounts (it being understood and agreed that nothing in this Section Section 4.3 shall limit in any way the CompanySeller’s obligations under ARTICLE 7 in accordance with its terms)ARTICLE 8). Notwithstanding the foregoing, claims for common law fraud fraud, gross negligence, or willful misconduct shall not be waived or limited in any way by this Section 4.3Section 4.
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Samples: Purchase and Sale Agreement (Milestone Pharmaceuticals Inc.)