NO REPRESENTATIONS OR WARRANTIES BY SELLER. Section 5.01.
NO REPRESENTATIONS OR WARRANTIES BY SELLER. Except as expressly set forth in this Agreement, Seller has not made any warranty or representation, express or implied, written or oral, concerning the Property.
NO REPRESENTATIONS OR WARRANTIES BY SELLER. Seller makes no warranties or representations as to whether or not:
NO REPRESENTATIONS OR WARRANTIES BY SELLER. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PREMISES ON AN "AS IS WITH ALL FAULTS" BASIS, AND THAT, EXCEPT AS SET FORTH IN XXXXXXXXX 0, XXXXX, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS MEMBERS, MANAGERS, EMPLOYEES, OFFICERS, AGENTS, CONSULTANTS, CONTRACTORS, SUBCONTRACTORS OR BROKERS (COLLECTIVELY, "SELLER'S RELATED PARTIES") AS TO ANY MATTERS CONCERNING THE PREMISES, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION CONTAINED IN ANY REPORT, PLAN, SPECIFICATION, STUDY, ANALYSIS, DOCUMENT, OR OTHER WRITTEN MATERIAL GIVEN BY OR ON BEHALF OF SELLER TO BUYER WITH RESPECT TO THE PREMISES. IN ENTERING INTO THIS AGREEMENT AND PURCHASING THE PREMISES, BUYER HEREBY ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN PARAGRAPH 8, BELOW, SELLER AND SELLER'S RELATED PARTIES HAVE NOT MADE, DO NOT HEREBY MAKE, AND WILL NOT HEREAFTER BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR THE PHYSICAL CONDITION THEREOF OR THE SUITABILITY THEREOF FOR ANY PARTICULAR PURPOSE. Without in any way limiting the generality of the immediately preceding paragraph, Buyer hereby acknowledges that it has received the Reports; that the Reports have been provided to Buyer for informational purposes only; that Seller has no obligation whatsoever pursuant to this Agreement to update or supplement the Reports; and that Seller does not represent, warrant or guarantee the contents, conclusions or opinions contained in the Reports.
NO REPRESENTATIONS OR WARRANTIES BY SELLER. Buyer acknowledges ------------------------------------------- and agrees that Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to:
NO REPRESENTATIONS OR WARRANTIES BY SELLER. The parties acknowledge that the Buyer, and not the Seller or Liberation, have generated the Schedule 1.1 list of Assets from the data in the Seller’s data bank stored on Liberation’s server and elsewhere, including but not limited to copyright information, creditor lists, websites, copyrights, trademarks, registration marks, patents, advertising and marketing graphics and materials, logos, deals by library titles and distribution agreements, DVD inventory reports, film elements and materials in storage, rights and terms of each Liberation library title, rights termination correspondence, files on all library titles, and miscellaneous furniture, fixtures and office equipment. It is expressly acknowledged and agreed that, except as may otherwise be provided herein, neither Liberation nor the Seller shall make any representation(s) or warranty(ies) whatsoever regarding the content and completeness of the Schedule 1.1 listing of Assets, including, without limitation, any representation or warranty that (a) Liberation and/or the Seller has or had at any time any ownership interest whatsoever in any particular item of the Assets; and (b) any of the Assets are, or might become, subject to claims and/or liens by third parties.
NO REPRESENTATIONS OR WARRANTIES BY SELLER. Except as expressly otherwise provided in this Agreement, Purchaser specifically acknowledges and agrees that Seller is selling and Purchaser is purchasing the Property on an “AS IS WITH ALL FAULTS” basis and that, except with respect to the representations and warranties set forth in this Agreement, Purchaser is not relying on any oral or written representations or warranties of any kind whatsoever, express or implied, from Seller, its employees, directors, officers, agents, consultants, contractors, subcontractors or brokers as to any matters concerning the Property including, without limitation, any information contained in any report, plan, specification, study, analysis, document, or other written material given by or on behalf of Seller to Purchaser with respect to the Property. Purchaser acknowledges that it has had access to and sufficient time to review all information, documents, agreements, studies and tests relating to the Property which it deems necessary or desirable and that it has conducted or will conduct to its satisfaction a complete and thorough inspection, testing, analysis and evaluation of the Property, including but not limited to environmental issues, if any. Purchaser is fully aware of, or will investigate, pursuant to the provisions of this Agreement, the condition of the Property as well as all facts, circumstances and information which may affect the development, use, operation or profitability of the Property, and has relied and will rely on its own due diligence investigation in determining to purchase the Property rather than on any information that may have been provided by Seller other than the representations and warranties contained in this Agreement or any documents delivered by Seller at the Closing. To the extent that Seller, or its employees, directors, officers, agents, consultants, contractors, or subcontractors, has provided to Purchaser or hereafter provides to Purchaser pursuant to the provisions of this Agreement any reports, plans, specifications, studies, analyses, documents or other materials, or any other information whatsoever, relating to the Property, Seller has made and hereby makes no representations or warranties with respect to the accuracy or completeness of the same or otherwise concerning such documents, materials or information. Without in any way limiting the generality of the preceding paragraph, in entering into this Agreement and purchasing the Property, Purchaser hereby acknowledges that, ex...
NO REPRESENTATIONS OR WARRANTIES BY SELLER. Seller makes no representation or warranty with respect to the truth, accuracy, completeness, integrity or source of the Confidential Information including, but not limited to, any representation or warranty as to the appropriateness or sufficiency of the Confidential Information with respect to Rule 3-14 of Regulation S-X.
NO REPRESENTATIONS OR WARRANTIES BY SELLER. ACCEPTANCE OF PROPERTY ----------------------
NO REPRESENTATIONS OR WARRANTIES BY SELLER. 5.1Disclaimer of Warranties. Purchaser hereby represents, agrees and acknowledges that:
