Common use of No Other Representations or Warranties; Disclaimer Clause in Contracts

No Other Representations or Warranties; Disclaimer. 10.1 Except as specifically provided in Section 9 above, DUOS and all Data managed by, made available, accessed and/or used pursuant to this Agreement are provided “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 9 ABOVE, BROAD AND ANY DATA PROVIDERS MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY (A) REGARDING THE ACCURACY, COMPLETENESS OR CURRENCY OF THE DATA, (B) REGARDING THE ACCESSIBILITY OF THE DATA AND/OR THE CONTINUED OPERATION OF DUOS IN THE MANNER FOR WHICH IT IS INTENDED, (C) THAT THE DATA AND DUOS DO NOT CONTAIN ANY “VIRUS” OR OTHER CODE OR OTHER ITEM OF ANY KIND THAT MAY DISABLE, DISRUPT OR OTHERWISE HARM OR IMPAIR ANY INFORMATION, SOFTWARE, HARDWARE OR OTHER COMPUTER OR NETWORK COMPONENT, (D) REGARDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR (E) THAT THE ACCESS TO OR USE OF THE DATA AND/OR DUOS WILL NOT INFRINGE, MISAPPROPRIATE OR OTHERWISE VIOLATE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL OR PROPRIETARY RIGHTS OF ANY PERSON OR ENTITY. 10.2 EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT WILL BROAD OR ANY DATA PROVIDERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO DUOS AND/OR THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES WAS REASONABLY FORESEEABLE OR DISCLOSED.

Appears in 2 contracts

Samples: Library Card Agreement, Library Card Agreement

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No Other Representations or Warranties; Disclaimer. 10.1 Except as specifically provided in Section 9 above, DUOS and all Data managed by, made available, accessed and/or used pursuant to this Agreement are provided “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY EXPRESSLY PROVIDED IN SECTION 9 ABOVETHIS ARTICLE III, BROAD AND ANY DATA PROVIDERS SELLERS MAKE NO REPRESENTATIONS AND EXTEND NO OR WARRANTIES OF ANY KIND, EITHER EXPRESSED NATURE OR DESCRIPTION, EXPRESS OR IMPLIED, AND SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY PROJECTIONS OR FUTURE FINANCIAL OR OPERATIONAL PERFORMANCE OF THE BUSINESS OR AS TO THE CONDITION, VALUE OR QUALITY OF THE BUSINESS OR THE TRANSFERRED ASSETS, INCLUDING, WITHOUT LIMITATIONANY WARRANTY OF TITLE, ANY REPRESENTATION MERCHANTABILITY, USAGE, SUITABILITY OR WARRANTY (A) REGARDING THE ACCURACY, COMPLETENESS OR CURRENCY OF THE DATA, (B) REGARDING THE ACCESSIBILITY OF THE DATA AND/OR THE CONTINUED OPERATION OF DUOS IN THE MANNER FOR WHICH IT IS INTENDED, (C) THAT THE DATA AND DUOS DO NOT CONTAIN ANY “VIRUS” OR OTHER CODE OR OTHER ITEM FITNESS OF ANY KIND THAT MAY DISABLE, DISRUPT OR OTHERWISE HARM OR IMPAIR ANY INFORMATION, SOFTWARE, HARDWARE OR OTHER COMPUTER OR NETWORK COMPONENT, (D) REGARDING MERCHANTABILITY OR FITNESS ASSET FOR A PARTICULAR PURPOSEPURPOSE WITH RESPECT TO SUCH ASSETS, OR (E) THAT ANY PART THEREOF, THE ACCESS TO OR USE OF WORKMANSHIP THEREOF, AND THE DATA AND/OR DUOS WILL NOT INFRINGE, MISAPPROPRIATE OR OTHERWISE VIOLATE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL OR PROPRIETARY RIGHTS ABSENCE OF ANY PERSON DEFECTS THEREIN, WHETHER LATENT OR ENTITY. 10.2 EXCEPT PATENT. THE REPRESENTATIONS AND WARRANTIES OF SELLERS SET FORTH IN THIS ARTICLE III ARE THE ONLY REPRESENTATIONS AND WARRANTIES OF SELLERS TO BUYER WITH RESPECT TO THE EXTENT PROHIBITED BY LAWASSETS AND LIABILITIES OF SELLERS, IN NO EVENT WILL BROAD OR ANY DATA PROVIDERS BE LIABLE FOR ANY SPECIALTHE BUSINESS, INDIRECTTHE SUBJECT MATTER OF THIS AGREEMENT AND THE TRANSACTIONS. BUYER SHALL RELY ON ITS OWN EXAMINATIONS AND INVESTIGATIONS THEREOF. Except as set forth in the Disclosure Schedules, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO DUOS AND/OR THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES WAS REASONABLY FORESEEABLE OR DISCLOSED.Seller Parent hereby represents and warrants to Buyer as follows in Sections 3.24 to 3.27:

Appears in 1 contract

Samples: Asset Purchase Agreement (NewStar Financial, Inc.)

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No Other Representations or Warranties; Disclaimer. 10.1 7.1 Except as specifically provided in Section 9 6 above, DUOS and all Data managed by, registered and made availableavailable for access, accessed and/or used pursuant to this Agreement and any LCA are provided “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 9 6 ABOVE, BROAD AND ANY DATA PROVIDERS PROVIDER MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY (A) REGARDING THE ACCURACY, COMPLETENESS OR CURRENCY OF THE DATA, (B) REGARDING THE ACCESSIBILITY OF THE DATA AND/OR THE CONTINUED OPERATION OF DUOS IN THE MANNER FOR WHICH IT IS INTENDED, (C) THAT THE DATA AND DUOS DO NOT CONTAIN ANY “VIRUS” OR OTHER CODE OR OTHER ITEM OF ANY KIND THAT MAY DISABLE, DISRUPT OR OTHERWISE HARM OR IMPAIR ANY INFORMATION, SOFTWARE, HARDWARE OR OTHER COMPUTER OR NETWORK COMPONENT, (D) REGARDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR (E) THAT THE ACCESS TO OR USE OF THE DATA AND/OR DUOS WILL NOT INFRINGE, MISAPPROPRIATE OR OTHERWISE VIOLATE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL OR PROPRIETARY RIGHTS OF ANY PERSON OR ENTITY. 10.2 7.2 EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT WILL BROAD OR ANY DATA PROVIDERS PROVIDER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO DUOS AND/OR THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES WAS REASONABLY FORESEEABLE OR DISCLOSED.

Appears in 1 contract

Samples: Data Use Oversight System Data Provider Agreement

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