Common use of No Representations or Warranties; Consents Clause in Contracts

No Representations or Warranties; Consents. Except as otherwise contemplated in Section 2.06 or in connection with any Conveyancing and Assumption Instruments related to real estate, as to which the Company shall transfer to New Xxxxxx with "special warranty" or equivalent deeds, each of the parties hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any Assets of such party or (ii) as to the legal sufficiency to convey title to any Asset of the execution, delivery and filing of this Agreement or any Ancillary Agreement, including, without limitation, any Conveyancing and Assumption Instruments. It is also agreed and understood that all Assets either transferred to or retained by the parties, as the case may be, shall be "as is, where is" and that the party to which such Assets are to be transferred hereunder shall bear the economic and legal risk that any conveyances of such Assets shall prove to be insufficient or that such party's or any of its subsidiaries' title to any such Assets shall be other than good and marketable and free from encumbrances. The parties shall use their best efforts to obtain all consents and approvals, to enter into all amendatory agreements and to make all filings and applications which may be required for the consummation of the transactions contemplated by this Agreement, including, without limitation, all applicable regulatory filings or consents under federal, state or foreign environmental laws.

No Representations or Warranties; Consents. Except as otherwise contemplated in Section 2.06 or in connection with any Conveyancing and Assumption Instruments related to real estate, as to which the Company shall transfer to New Xxxxxx with "special warranty" or equivalent deeds, each (a) Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any Assets assets of such party party, or (ii) as to the legal sufficiency to convey title to any Asset of the execution, delivery and filing of an asset transferred pursuant to this Agreement or any Ancillary Agreement, including, without limitation, any Conveyancing and Assumption Instrumentsconveyancing or assumption instruments. It is also agreed and understood that all Assets there are no warranties whatsoever, express or implied, given by either party to this Agreement, as to the condition, quality, merchantability or fitness of any of the assets, businesses or other rights transferred to or retained by the parties, as the case may be, and all such assets, businesses and other rights shall be "as is, where is" and "with all faults" (provided that the absence of warranties given by the parties shall not negate the allocation of Liabilities under this Agreement and shall have no effect on any manufacturers, sellers, or other third party to which such Assets warranties that are intended to be transferred hereunder with such assets), and inSilicon shall bear the economic and legal risk risks that any conveyances of such Assets conveyance shall prove to be insufficient or that such party's or any of its subsidiaries' title to any such Assets shall be other than vest in it good and marketable title, free and free from encumbrancesclear of any security interest, pledge, lien, charge, claim, option, right to acquire, covenant, condition, restriction on transfer or other encumbrance of any nature whatsoever. The parties shall use their best efforts Notwithstanding the foregoing, Phoenix represents and warrants to obtain all consents inSilicon that it has good and approvals, marketable title to enter into all amendatory agreements and to make all filings and applications which may be required for the consummation of the transactions contemplated by this Agreement, including, without limitation, all applicable regulatory filings or consents under federal, state or foreign environmental lawsIntellectual Property listed on Schedule 2.4(a).

No Representations or Warranties; Consents. Except as otherwise contemplated in Section 2.06 or in connection with any Conveyancing and Assumption Instruments related to real estate, as to which the Company shall transfer to New Xxxxxx with "special warranty" or equivalent deeds, each (a) Each of the parties hereto understands and agrees that no party hereto is, in this Agreement, any Ancillary Agreement or in any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any Assets assets of such party party, or (ii) as to the legal sufficiency to convey title to any Asset of the execution, delivery and filing of an asset transferred pursuant to this Agreement or any Ancillary Agreement, including, without limitation, any Conveyancing and Assumption Instrumentsconveyancing or assumption instruments. It is also agreed and understood that all Assets there are no warranties whatsoever, express or implied, given by either party to this Agreement, as to the condition, quality, merchantability or fitness of any of the assets, businesses or other rights transferred to or retained by the parties, as the case may be, and all such assets, businesses and other rights shall be "as is, where is" and "with all faults" (provided that the absence of warranties given by the parties shall not negate the allocation of Liabilities under this Agreement and shall have no effect on any manufacturers, sellers, or other third party to which such Assets warranties that are intended to be transferred hereunder with such assets), and the Company shall bear the economic and legal risk risks that any conveyances of such Assets conveyance shall prove to be insufficient or that such party's or any of its subsidiaries' title to any such Assets shall be other than vest in it good and marketable title, free and free from encumbrances. The parties shall use their best efforts clear of any security interest, pledge, lien, charge, claim, option, right to obtain all consents and approvalsacquire, to enter into all amendatory agreements and to make all filings and applications which may be required for the consummation covenant, condition, restriction on transfer or other encumbrance of the transactions contemplated by this Agreement, including, without limitation, all applicable regulatory filings or consents under federal, state or foreign environmental lawsany nature whatsoever.

No Representations or Warranties; Consents. Except as otherwise contemplated in Section 2.06 or in connection with any Conveyancing and Assumption Instruments related to real estate, as to which the Company shall transfer to New Xxxxxx with "special warranty" or equivalent deeds, each (a) Each of the parties hereto understands and agrees that no party hereto is, in this Agreement, any Ancillary Agreement or in any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any Assets assets of such party party, or (ii) as to the legal sufficiency to convey title to any Asset of the execution, delivery and filing of an asset transferred pursuant to this Agreement or any Ancillary Agreement, including, without limitation, any Conveyancing and Assumption Instrumentsconveyancing or assumption instruments. It is also agreed and understood that all Assets either there are no warranties whatsoever, express or implied, given by any party to this Agreement or any Ancillary Agreement as to the condition, quality, merchantability, fitness or non-infringement of any of the assets, businesses or other rights transferred to or retained by the parties, as the case may be, and all such assets, businesses and other rights shall be "as is, where is" and "with all faults" (provided that the absence of warranties given by the parties shall not affect the allocation of Liabilities under this Agreement and shall have no effect on any manufacturers, sellers, or other third party to which such Assets warranties that are intended to be transferred hereunder with such assets), and each Receiving Party shall bear the economic and legal risk risks that any conveyances of such Assets conveyance shall prove to be insufficient or that such party's or any of its subsidiaries' title to any such Assets shall be other than vest in it good and marketable title, free and free from encumbrances. The parties shall use their best efforts clear of any security interest, pledge, lien, charge, claim, option, right to obtain all consents and approvalsacquire, to enter into all amendatory agreements and to make all filings and applications which may be required for the consummation covenant, condition, restriction on transfer or other encumbrance of the transactions contemplated by this Agreement, including, without limitation, all applicable regulatory filings or consents under federal, state or foreign environmental lawsany nature whatsoever.

No Representations or Warranties; Consents. Except as otherwise contemplated in Section 2.06 or in connection with any Conveyancing and Assumption Instruments related to real estate, as to which the Company shall transfer to New Xxxxxx with "special warranty" or equivalent deeds, each (a) Each of the ------------------------------------------ parties hereto understands and agrees that no party hereto is, in this Agreement, any Ancillary Agreement or in any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any Assets assets of such party party, or (ii) as to the legal sufficiency to convey title to any Asset of the execution, delivery and filing of an asset transferred pursuant to this Agreement or any Ancillary Agreement, including, without limitation, any Conveyancing and Assumption Instrumentsconveyancing or assumption instruments. It is also agreed and understood that all Assets there are no warranties whatsoever, express or implied, given by either party to this Agreement, as to the condition, quality, merchantability or fitness of any of the assets, businesses or other rights transferred to or retained by the parties, as the case may be, and all such assets, businesses and other rights shall be "as is, where is" and "with all faults" (provided that the absence of warranties given by the parties shall not negate the allocation of Liabilities under this Agreement and shall have no effect on any manufacturers, sellers, or other third party to which such Assets warranties that are intended to be transferred hereunder with such assets), and the Company shall bear the economic and legal risk risks that any conveyances of such Assets conveyance shall prove to be insufficient or that such party's or any of its subsidiaries' title to any such Assets shall be other than vest in it good and marketable title, free and free from encumbrances. The parties shall use their best efforts clear of any security interest, pledge, lien, charge, claim, option, right to obtain all consents and approvalsacquire, to enter into all amendatory agreements and to make all filings and applications which may be required for the consummation covenant, condition, restriction on transfer or other encumbrance of the transactions contemplated by this Agreement, including, without limitation, all applicable regulatory filings or consents under federal, state or foreign environmental lawsany nature whatsoever.

No Representations or Warranties; Consents. Except as otherwise contemplated in Section 2.06 or in connection with any Conveyancing and Assumption Instruments related to real estate, as to which the Company shall transfer to New Xxxxxx with "special warranty" or equivalent deeds, each (a) Each of the parties hereto understands and agrees that no party hereto is, in this Agreement, any Ancillary Agreement or in any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any Assets assets of such party party, or (ii) as to the legal sufficiency to convey title to any Asset of the execution, delivery and filing of an asset transferred pursuant to this Agreement or any Ancillary Agreement, including, without limitation, any Conveyancing and Assumption Instrumentsconveyance or assumption instruments. It is also agreed and understood that all Assets either there are no warranties whatsoever, express or implied, given by any party to this Agreement or any Ancillary Agreement as to the condition, quality, merchantability, fitness or non-infringement of any of the assets, businesses or other rights transferred to or retained by the parties, as the case may be, and all such assets, businesses and other rights shall be "as is, where is" and "with all faults" (provided that the absence of warranties given by the parties shall not affect the allocation of Liabilities under this Agreement and shall have no effect on any manufacturers, sellers, or other third party to which such Assets warranties that are intended to be transferred hereunder with such assets), and each Receiving Party shall bear the economic and legal risk risks that any conveyances of such Assets conveyance shall prove to be insufficient or that such party's or any of its subsidiaries' title to any such Assets shall be other than vest in it good and marketable title, free and free from encumbrances. The parties shall use their best efforts clear of any security interest, pledge, lien, charge, claim, option, right to obtain all consents and approvalsacquire, to enter into all amendatory agreements and to make all filings and applications which may be required for the consummation covenant, condition, restriction on transfer or other encumbrance of the transactions contemplated by this Agreement, including, without limitation, all applicable regulatory filings or consents under federal, state or foreign environmental lawsany nature whatsoever.