NO REPRESENTATIONS OR WARRANTIES; EXCEPTIONS. Ventiv understands and agrees that no member of the Xxxxxx Group is, in this Agreement or in any other agreement or document, representing or warranting to Ventiv in any way as to the Healthcare Services Assets, the Healthcare Services Liabilities, or the Healthcare Services Business or as to any consents or approvals required in connection with the consummation of the transactions contemplated by this Agreement, it being agreed and understood that Ventiv shall take all of the Healthcare Services Assets "as is, where is" and that, except as provided in Section 5.01 hereof, Ventiv shall bear the economic and legal risk that conveyances of the Healthcare Services Assets shall prove to be insufficient or that the title of any member of the Healthcare Services Group to any Healthcare Services Assets shall be other than good and marketable and free from encumbrances.
NO REPRESENTATIONS OR WARRANTIES; EXCEPTIONS. (a) New Sun understands and agrees that no member of the Sabra Group is, in this Agreement or in any Ancillary Agreement, representing or warranting to the New Sun Group in any way as to the Healthcare Business, the New Sun Liabilities, or the New Sun Assets, or as to any consents or approvals required in connection with the consummation of the transactions contemplated by this Agreement, it being agreed and understood as between the Groups, the members of the New Sun Group shall take all of the Healthcare Business “as is, where is” and that, except as provided in this Section 7.01 or in Section 5.01, the members of the New Sun Group shall bear the economic and legal risk that conveyances of the Healthcare Business shall prove to be insufficient or that the title of any member of the New Sun Group to any Healthcare Business shall be other than good and marketable and free from encumbrances.
(b) Sabra understands and agrees that no member of the New Sun Group is, in this Agreement or in any Ancillary Agreement, representing or warranting to the Sabra Group in any way as to the Real Estate Business, the Sabra Liabilities, or the Sabra Assets, or as to any consents or approvals required in connection with the consummation of the transactions contemplated by this Agreement, it being agreed and understood as between the Groups, the members of the Sabra Group shall take all of the Real Estate Business “as is, where is” and that, except as provided in this Section 7.01 or in Section 5.01, the members of the Sabra Group shall bear the economic and legal risk that conveyances of the Real Estate Business shall prove to be insufficient or that the title of any member of the Sabra Group to any Real Estate Business shall be other than good and marketable and free from encumbrances.
NO REPRESENTATIONS OR WARRANTIES; EXCEPTIONS. Energizer understands and agrees that, except as set forth in Article VIII, no member of the Xxxxxxx Group is, in this Agreement or in any Ancillary Agreement or other agreement or document, implicitly or explicitly representing or warranting to Energizer in any way as to the Energizer Assets, the Battery Business or the Liabilities of the Energizer Group or as to any consents or approvals required in connection with the consummation of the transactions contemplated by this Agreement, it being agreed and understood that the Energizer Group shall take all of the Energizer Assets "as is, where is" and that, except as provided in Section 2.04, the Energizer Group shall bear the economic and legal risk that conveyances of the Energizer Assets shall prove to be insufficient or that the title of any member of the Energizer Group to any Energizer Assets shall be other than good and marketable and free from encumbrances.
NO REPRESENTATIONS OR WARRANTIES; EXCEPTIONS. Chemicals understands and agrees that no member of the Monsanto Group is, in this Agreement or in any Other Agreement, representing or warranting to the Chemicals Group in any way as to the Chemicals Assets, the Chemicals Liabilities, the Chemicals Business, the Former Chemicals Business or the Chemicals Balance Sheet, or as to any consents or approvals required in connection with the consummation of the transactions contemplated by this Agreement, it being agreed and understood as between the Groups, the members of the Chemicals Group shall take all of the Chemicals Assets "as is, where is" and that, except as provided in this Section 8.01 or in Section 5.01, the members of Chemicals Group shall bear the economic and legal risk that conveyances of the Chemicals Assets shall prove to be insufficient or that the title of any member of the Chemicals Group to any Chemicals Assets shall be other than good and marketable and free from encumbrances. Real property in the United States being transferred to Chemicals will be conveyed by Special Warranty Deed, in recordable form and warranting title to be free and clear from all lawful claims of those claiming by, through or under Monsanto, but not otherwise; provided, however, such Special Warranty Deed shall be subject to deed restrictions, easements, rights-of-way, and all other matters of record.
NO REPRESENTATIONS OR WARRANTIES; EXCEPTIONS. MoneyGram understands and agrees that no member of the Viad Group is, in this Agreement or in any other agreement or document, representing or warranting to MoneyGram in any way as to the MoneyGram Assets, the MoneyGram Liabilities, or the MoneyGram Business or as to any consents or approvals required in connection with the consummation of the transactions contemplated hereby, it being agreed and understood that MoneyGram shall take all of the MoneyGram Assets transferred to it or any other member of the MoneyGram Group “as is, where is” and that, except as provided in Section 9.01 hereof, MoneyGram shall bear the economic and legal risk that conveyances of the MoneyGram Assets shall prove to be insufficient or that the title of any member of the MoneyGram Group to any MoneyGram Assets shall be other than good and marketable and free from encumbrances.
NO REPRESENTATIONS OR WARRANTIES; EXCEPTIONS. SLH understands and agrees that no member of the Seafield Group is, in this Agreement or in any other agreement or document, representing or warranting to SLH in any way as to the SLH Assets, the SLH Liabilities, or the SLH Business or as to any consents or approvals required in connection with the consummation of the transactions contemplated by this Agreement, it being agreed and understood that SLH shall take all of the SLH Assets "as is, where is" and that, except as provided in the Assignment and Assumption Agreement and Section 4.1, SLH shall bear the economic and legal risk that conveyances of the SLH Assets shall prove to be insufficient or that the title of any member of the SLH Group to any SLH Assets shall be other than good and marketable and free from encumbrances.
NO REPRESENTATIONS OR WARRANTIES; EXCEPTIONS. Agribrands understands and agrees that, except as set forth in Article VIII, no member of the Xxxxxxx Group is, in this Agreement or in any Ancillary Agreement or other agreement or document, implicitly or explicitly representing or warranting to Agribrands in any way as to the Agribusiness Assets, the Agribusiness or the Liabilities of the Agribusiness Group or as to any consents or approvals required in connection with the consummation of the transactions contemplated by this Agreement, it being agreed and understood that the Agribusiness Group shall take all of the Agribusiness Assets "as is, where is" and that, except as provided in Section 2.04, the Agribusiness Group shall bear the economic and legal risk that conveyances of the Agribusiness Assets shall prove to be insufficient or that the title of any member of the Agribusiness Group to any Agribusiness Assets shall be other than good and marketable and free from encumbrances.
NO REPRESENTATIONS OR WARRANTIES; EXCEPTIONS. CTI understands and agrees that ALL OF THE TRANSFERRED ASSETS ARE BEING TRANSFERRED "AS IS, WHERE IS" and that ACX is not, in this Agreement or in any other agreement or document contemplated by this Agreement, representing or warranting in any way (i) the value or freedom from encumbrance of, or any other matter concerning, any Transferred Assets or (ii) the legal sufficiency to convey title to any Transferred Assets of the execution, delivery and filing of the Conveyancing and Assumption Instruments, and that CTI shall bear the economic and legal risk that CTI's title to any such assets shall be other than good and marketable and free from encumbrances. Similarly, CTI understands and agrees that ACX is not in this Agreement, or in any other agreement or document contemplated by this Agreement, representing or warranting in any way that the obtaining of the consents or approvals, the execution and delivery of any amendatory agreements or the making of the filings and applications contemplated by this Agreement shall satisfy the provisions of all applicable agreements or the requirements of all applicable laws or judgments, it being understood and agreed that, subject to Section 6.04 hereof, CTI shall bear the economic and legal risk that any necessary consents or approvals are not obtained or that any requirements of law or judgments are not complied with.
NO REPRESENTATIONS OR WARRANTIES; EXCEPTIONS. Networks understands and agrees that no member of the General Signal Group is, in this Agreement or in any Other Agreement, representing or warranting to Networks in any way as to the Networks Assets, the Networks Liabilities or the Networks Business, or as to any consents or approvals required in connection with the consummation of the transactions contemplated by this Agreement, it being agreed and understood that Networks shall take all of the Contributed Assets "as is, where is" (and, in the case of transfer of real property, by means of a quitclaim or similar form deed or conveyance) and that, except as provided in Section 5.1, Networks shall bear the economic and legal risk that conveyances of the Contributed Assets shall prove to be insufficient or that the title of any member of the Networks Group to any Contributed Assets shall be other than good and marketable and free from encumbrances.
NO REPRESENTATIONS OR WARRANTIES; EXCEPTIONS. Each of the parties -------------------------------------------- understands and agrees that no other party is, in this Agreement or in any other agreement or document entered into in connection with the Transaction, representing or warranting to the other in any way as to the business of Old ATNI prior to or after the Closing Date or as to the business of New ATN after the Closing Date or as to any consent or approvals required in connection with the consummation of the transactions contemplated by this Agreement, it being agreed and understood that the Transaction and all related transactions are being consummated on an "as is, where is" basis.
