Common use of No Representation or Warranty Clause in Contracts

No Representation or Warranty. (a) No party to this Agreement, any Ancillary Agreement, or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is making any representation as to, warranty of or covenant, express or implied, with respect to: (a) any of the Separated Assets, the MGF Business, the Excluded Assets or the Assumed Liabilities, including any warranty of merchantability or fitness for a particular purpose, or any representation or warranty regarding any Consents or Governmental Approvals required in connection therewith or their transfer, (b) the value or freedom from Encumbrances of, or any other matter concerning, any Separated Asset or Excluded Asset, or regarding the absence of any defense or right of setoff or freedom from counterclaim with respect to any claim or other Separated Asset or Excluded Asset, including any account receivable of either party, or (c) the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Separated Asset or Excluded Asset upon the execution, delivery and filing hereof or thereof. (b) EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL ASSETS TO BE TRANSFERRED AS SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED HEREBY OR THEREBY SHALL BE TRANSFERRED “AS IS, WHERE IS” (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE TRANSFEREE SHALL BEAR THE ECONOMIC AND LEGAL RISK THAT ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, AND CLEAR OF ANY SECURITY INTEREST OR ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

No Representation or Warranty. ASSIGNEE, BY ITS EXECUTION AND ACCEPTANCE OF DELIVERY OF THIS ASSIGNMENT, ACKNOWLEDGES AND AGREES THAT: (I) THE SUBJECT PROPERTY IS CONVEYED AND ASSIGNED TO THE ASSIGNEE “AS IS” AND “WITH ALL FAULTS,” WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (A) AS TO THE OWNERSHIP OF, OR STATE OR CONDITION OF TITLE TO, THE REAL PROPERTY OR THE SUBJECT PROPERTY, OR THE PRESENCE OR ABSENCE OF ANY LIENS OR ENCUMBRANCES THEREON, AND ANY COVENANTS OR WARRANTIES OF TITLE THAT MIGHT OTHERWISE ARISE OR BE IMPLIED BY COMMON LAW, STATUTE OR OTHERWISE ARE EXPRESSLY DISCLAIMED AND NEGATED, OR (B) AS TO THE VALUE, MARKETABILITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR CONDITION OF, OR THE INCOME (IF ANY) TO BE DERIVED FROM, THE REAL PROPERTY OR THE SUBJECT PROPERTY, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE ASSIGNOR OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE ASSIGNOR, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS; (II) THE ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE REAL PROPERTY OR THE SUBJECT PROPERTY OR WITH RESPECT TO THE LEGALITY, VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY RELATED AGREEMENTS OR OTHER DOCUMENTS RELATING THERETO OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS PURSUANT TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR WITH RESPECT TO ANY OTHER MATTER WHATSOEVER RELATING TO THE REAL PROPERTY OR THE SUBJECT PROPERTY, INCLUDING WITHOUT LIMITATION, as to (a) No party environmental matters relating to this Agreementthe Real Property or the Subject Property, including, without limitation, the presence of any Ancillary AgreementEnvironmental Hazard in, on, under and around the Real Property or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is making any representation as to, warranty of or covenant, express or implied, with respect to: (a) any properties in the vicinity of the Separated Assets, the MGF Business, the Excluded Assets or the Assumed Liabilities, including any warranty of merchantability or fitness for a particular purpose, or any representation or warranty regarding any Consents or Governmental Approvals required in connection therewith or their transfer, (b) the value or freedom from Encumbrances of, or any other matter concerning, any Separated Asset or Excluded Asset, or regarding the absence of any defense or right of setoff or freedom from counterclaim with respect to any claim or other Separated Asset or Excluded Asset, including any account receivable of either party, or (c) the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Separated Asset or Excluded Asset upon the execution, delivery and filing hereof or thereof. (b) EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL ASSETS TO BE TRANSFERRED AS SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED HEREBY OR THEREBY SHALL BE TRANSFERRED “AS IS, WHERE IS” (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE TRANSFEREE SHALL BEAR THE ECONOMIC AND LEGAL RISK THAT ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, AND CLEAR OF ANY SECURITY INTEREST OR ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.Real Property;

No Representation or Warranty. (aA) COMPANY DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND (B) WITH RESPECT TO LETCOINSHOP TOKENS, COMPANY SPECIFICALLY DOES NOT REPRESENT OR WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. A PARTICIPATION IN ICO AND A PURCHASE OF THE LETCOINSHOP TOKENS INVOLVE A HIGH DEGREE OF RISK. BELOW ARE CERTAIN RISKS THAT SHOULD BE CONSIDERED IN CONNECTION WITH PARTICIPATION IN TOKEN DISTRIBUTION AND PURCHASE OF DIGITAL TOKENS. THERE MAY BE OTHER RISKS ASSOCIATED WITH DIGITAL TOKENS, TRADING VENUES AND THE WHOLE MARKET WHICH THE COMPANY MAY NOT PREDICT AT THIS TIME. THE DIGITAL TOKENS ARE OF A SPECIALIST NATURE AND SHOULD ONLY BE PURCHASED AND TRADED BY INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN INVESTMENT MATTERS. LETCOINSHOP TOKENS MAY HAVE NO VALUE. BUYER MAY LOSE ALL AMOUNTS PAID. Buyer has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with the LETCOINSHOP Tokens (including those not discussed herein), all of which could render the LETCOINSHOP Tokens worthless or of little value: Section 7.1 No party to this AgreementRights, any Ancillary AgreementFunctionality or Features. LETCOINSHOP Tokens have no rights, uses, purpose, attributes, functionalities or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is making any representation as to, warranty of or covenantfeatures, express or implied, with respect to: (a) any of outside the Separated Assets, the MGF Business, the Excluded Assets or the Assumed Liabilities, including any warranty of merchantability or fitness for a particular purpose, or any representation or warranty regarding any Consents or Governmental Approvals required in connection therewith or their transfer, (b) the value or freedom from Encumbrances of, or any other matter concerning, any Separated Asset or Excluded Asset, or regarding the absence of any defense or right of setoff or freedom from counterclaim with respect to any claim or other Separated Asset or Excluded Asset, including any account receivable of either party, or (c) the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Separated Asset or Excluded Asset upon the execution, delivery and filing hereof or thereof. (b) EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL ASSETS TO BE TRANSFERRED AS SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED HEREBY OR THEREBY SHALL BE TRANSFERRED “AS IS, WHERE IS” (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE TRANSFEREE SHALL BEAR THE ECONOMIC AND LEGAL RISK THAT ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, AND CLEAR OF ANY SECURITY INTEREST OR ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.Project. Section 7.2

No Representation or Warranty. (a) No party to UOL does not, in this Agreement, any Ancillary Agreement, Agreement or any other agreement agreement, instrument or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is making make any representation as to, warranty of or covenant, express or implied, covenant with respect to: : (a) any of the Separated Assets, the MGF Business, the Excluded Assets or the Assumed Liabilities, including any warranty of merchantability or fitness for a particular purpose, or any representation or warranty regarding any Consents or Governmental Approvals required in connection therewith or their transfer, (bi) the value of any asset or thing of value transferred, or to be transferred, to CMC; (ii) the freedom from encumbrance of any asset or thing of value transferred, or to be transferred, to CMC; provided that UOL agrees to notify CMC promptly in the event that UOL receives any notice or claim of any encumbrance on or against any asset or thing of value transferred, or to be transferred, to CMC; (iii) the absence of defenses or freedom from Encumbrances of, or any other matter concerning, any Separated Asset or Excluded Asset, or regarding the absence of any defense or right of setoff or freedom from counterclaim counterclaims with respect to any claim or other Separated Asset or Excluded Asset, including any account receivable of either partytransferred, or to be transferred, to CMC; provided that neither UOL nor its Subsidiaries have any counterclaims with respect to any claim transferred, or to be transferred, to CMC; or (civ) the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Separated Asset asset or Excluded Asset thing of value upon the its execution, delivery and filing hereof filing. Except as may expressly be set forth herein or thereofin any Inter-Company Agreement, all assets or things of value transferred, or to be transferred, by UOL to CMC have been or shall be, as the case may be, transferred "AS IS, WHERE IS" and CMC shall bear the economic and legal risk that any conveyance shall prove to be insufficient to vest in CMC good and marketable title, free and clear of any lien, claim, equity or other encumbrance; provided that UOL will execute and deliver, and will cause its Subsidiaries to execute and deliver, to CMC such instruments, certificates and other documents and take such other action as CMC may reasonably request in order to carry out this Agreement and the transactions contemplated hereby. (b) EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENTCMC does not, ALL ASSETS TO BE TRANSFERRED AS SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED HEREBY OR THEREBY SHALL BE TRANSFERRED “in this Agreement or any other agreement, instrument or document contemplated by this Agreement, make any representation as to, warranty of or covenant with respect to: (i) the value of any asset or thing of value transferred, or to be transferred, to UOL; (ii) the freedom from encumbrance of any asset or thing of value transferred, or to be transferred, to UOL; provided that CMC agrees to notify UOL promptly in the event CMC receives any notice or claim of any encumbrance on or against any asset or thing of value transferred, or to be transferred, to UOL; (iii) the absence of defenses or freedom from counterclaims with respect to any claim transferred, or to be transferred, to UOL; provided that neither CMC nor its Subsidiaries have any counterclaims with respect to any claim transferred, or to be transferred, to UOL; or (iv) the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon its execution, delivery and filing. Except as may expressly be set forth herein or in any Inter-Company Agreement, all assets or things of value transferred, or to be transferred, by CMC to UOL have been or shall be, as the case may be, transferred "AS IS, WHERE IS” (AND" and UOL shall bear the economic and legal risk that any conveyance shall prove to be insufficient to vest in UOL good and marketable title, IN THE CASE OF ANY REAL PROPERTYfree and clear of any lien, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE TRANSFEREE SHALL BEAR THE ECONOMIC AND LEGAL RISK THAT ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLEclaim, AND CLEAR OF ANY SECURITY INTEREST OR ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITHequity or other encumbrance.

No Representation or Warranty. (aA) COMPANY DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND (B) WITH RESPECT TO BULK TRADER TOKENS, COMPANY SPECIFICALLY DOES NOT REPRESENT OR WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. A PARTICIPATION IN ICO AND A PURCHASE OF THE BULK TRADER TOKENS INVOLVE A HIGH DEGREE OF RISK. BELOW ARE CERTAIN RISKS THAT SHOULD BE CONSIDERED IN CONNECTION WITH PARTICIPATION IN TOKEN DISTRIBUTION AND PURCHASE OF DIGITAL TOKENS. THERE MAY BE OTHER RISKS ASSOCIATED WITH DIGITAL TOKENS, TRADING VENUES AND THE WHOLE MARKET WHICH THE COMPANY MAY NOT PREDICT AT THIS TIME. THE DIGITAL TOKENS ARE OF A SPECIALIST NATURE AND SHOULD ONLY BE PURCHASED AND TRADED BY INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN INVESTMENT MATTERS. BULK TRADER TOKENS MAY HAVE NO VALUE. BUYER MAY LOSE ALL AMOUNTS PAID. Buyer has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with the BULK TRADER Tokens (including those not discussed herein), all of which could render the BULK TRADER Tokens worthless or of little value: Section 7.1 No party to this AgreementRights, any Ancillary AgreementFunctionality or Features. BULK TRADER Tokens have no rights, uses, purpose, attributes, functionalities or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is making any representation as to, warranty of or covenantfeatures, express or implied, with respect to: (a) any of outside the Separated Assets, the MGF Business, the Excluded Assets or the Assumed Liabilities, including any warranty of merchantability or fitness for a particular purpose, or any representation or warranty regarding any Consents or Governmental Approvals required in connection therewith or their transfer, (b) the value or freedom from Encumbrances of, or any other matter concerning, any Separated Asset or Excluded Asset, or regarding the absence of any defense or right of setoff or freedom from counterclaim with respect to any claim or other Separated Asset or Excluded Asset, including any account receivable of either party, or (c) the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Separated Asset or Excluded Asset upon the execution, delivery and filing hereof or thereofProject. (b) EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL ASSETS TO BE TRANSFERRED AS SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED HEREBY OR THEREBY SHALL BE TRANSFERRED “AS IS, WHERE IS” (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE TRANSFEREE SHALL BEAR THE ECONOMIC AND LEGAL RISK THAT ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, AND CLEAR OF ANY SECURITY INTEREST OR ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

No Representation or Warranty. (a) No party to Schlumberger does not, in this Agreement, any Ancillary Agreement, Agreement or any other agreement agreement, instrument or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is making make any representation as to, warranty of or covenant, express or implied, covenant with respect to: : (a) the value of any asset or thing of the Separated Assets, the MGF Business, the Excluded Assets value previously transferred or the Assumed Liabilities, including any warranty of merchantability or fitness for a particular purpose, or any representation or warranty regarding any Consents or Governmental Approvals required in connection therewith or their transfer, to be transferred to NPT; (b) the freedom from encumbrance or claims of any asset or thing of value previously transferred or to be transferred to NPT; (c) the transferability of rights, obligations, or licenses of third parties with respect to the assets of the NPT Business; (d) the absence of defenses or freedom from Encumbrances of, or any other matter concerning, any Separated Asset or Excluded Asset, or regarding the absence of any defense or right of setoff or freedom from counterclaim counterclaims with respect to any claim previously transferred or other Separated Asset or Excluded Asset, including any account receivable of either party, or to be transferred to NPT; or (ce) the legal sufficiency of any assignment, document or instrument delivered or previously delivered hereunder to convey title to any Separated Asset asset or Excluded Asset thing of value upon the its execution, delivery deliver and filing hereof filing. Except as may expressly be set forth herein or thereof. (b) EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENTin any Ancillary Agreement, ALL ASSETS TO BE TRANSFERRED AS SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED HEREBY OR THEREBY SHALL BE TRANSFERRED “all assets previously transferred or to be transferred to NPT shall have been or will be transferred "AS IS, WHERE IS” (AND" and NPT shall bear the economic and legal risk that any conveyance shall prove to be insufficient to vest in NPT good and marketable title, IN free and clear of any lien, claim, equity or other encumbrance. NPT ACKNOWLEDGES AND AGREES THAT SCHLUMBERGER MAKES NO REPRESENTATIONS OR EXTENDS ANY WARRANTIES WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION ANY WARRANTIES CONCERNING THE CASE QUALITY, SUFFICIENCY OR USEABILITY OF THE ASSETS TRANSFERRED HEREUNDER, AND ANY REAL PROPERTYIMPLIED WARRANTIES OF MERCHANTABILITY, BY MEANS FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY OR NON-INFRINGEMENT. NPT ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR ANY RESULTS OBTAINED FROM THE USE OF A QUITCLAIM THE ASSETS AND NPT HEREBY IRREVOCABLY WAIVES ANY CLAIMS IT MAY HAVE OR SIMILAR FORM DEED OR CONVEYANCE) LATER MAY HAVE AGAINST SCHLUMBERGER AND THE TRANSFEREE SHALL BEAR THE ECONOMIC AND LEGAL RISK THAT ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST SCHLUMBERGER GROUP IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, AND CLEAR OF ANY SECURITY INTEREST OR ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITHCONNECTION WITH SUCH USE.

No Representation or Warranty. ANY CONFIDENTIAL INFORMATION PROVIDED BY OWNER OR ITS REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS PROVIDED ON AN "AS-IS", “WHERE IS” BASIS; NEITHER OWNER NOR ITS REPRESENTATIVES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE CONFIDENTIAL INFORMATION OR THE PROPERTY, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION, THE FINANCIAL DETAILS OF THE PROPERTY (aINCLUDING BUT NOT LIMITED INCOME, EXPENSES OR LEASE TERMS) No party OR THE VALUE OF THE PROPERTY. RECIPIENT ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF OWNER OR ITS REPRESENTATIVES. Recipient agrees that neither Owner nor its Representatives shall have any liability for any reason to Recipient or any of its Representatives resulting from the delivery of the Confidential Information or use of the Confidential Information by any person in connection with this Agreement. Neither Owner nor its Representatives have any obligation to provide Confidential Information to Recipient. Furthermore, neither Owner nor its Representatives are under any Ancillary Agreementobligation to notify or provide any further information to Recipient or its Representatives if either Owner or its Representatives become aware of any inaccuracy, incompleteness or change in the Confidential Information. The Confidential Information provided to the undersigned is subject to, among other things, correction of errors and omissions, additions or deletion of terms, and withdrawal upon notice. Recipient and its Representatives shall rely only on their own due diligence and investigation of the Property, including but not limited to any financial, title, environmental, physical, tenant or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is making any representation as to, warranty of or covenant, express or implied, with respect to: (a) any of the Separated Assets, the MGF Business, the Excluded Assets or the Assumed Liabilities, including any warranty of merchantability or fitness for a particular purpose, or any representation or warranty regarding any Consents or Governmental Approvals required in connection therewith or their transfer, (b) the value or freedom from Encumbrances of, or any other matter concerning, any Separated Asset or Excluded Asset, or regarding the absence of any defense or right of setoff or freedom from counterclaim with respect to any claim or other Separated Asset or Excluded Asset, including any account receivable of either party, or (c) the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Separated Asset or Excluded Asset upon the execution, delivery and filing hereof or thereofmatters. (b) EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL ASSETS TO BE TRANSFERRED AS SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED HEREBY OR THEREBY SHALL BE TRANSFERRED “AS IS, WHERE IS” (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE TRANSFEREE SHALL BEAR THE ECONOMIC AND LEGAL RISK THAT ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, AND CLEAR OF ANY SECURITY INTEREST OR ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

No Representation or Warranty. (a) No party to this Agreement, any Ancillary Agreement, or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is making any representation as to, warranty of or covenant, express or implied, with respect to: (a) any of the Separated Assets, the MGF Company Business, the Excluded Assets or the Assumed Liabilities, including any warranty of merchantability or fitness for a particular purpose, or any representation or warranty regarding any Consents or Governmental Approvals required in connection therewith or their transfer, (b) the value or freedom from Encumbrances of, or any other matter concerning, any Separated Asset or Excluded Asset, or regarding the absence of any defense or right of setoff or freedom from counterclaim with respect to any claim or other Separated Asset or Excluded Asset, including any account receivable of either partyparty hereto, or (c) the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Separated Asset or Excluded Asset upon the execution, delivery and filing hereof or thereof. (b) EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL ASSETS TO BE TRANSFERRED AS SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED HEREBY OR THEREBY BY THIS AGREEMENT SHALL BE TRANSFERRED “AS IS, WHERE IS” (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE TRANSFEREE SHALL BEAR THE ECONOMIC AND LEGAL RISK THAT ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, AND CLEAR OF ANY SECURITY INTEREST OR ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.