NO WARRANTIES; AS-IS TRANSFER; RELEASE Sample Clauses

NO WARRANTIES; AS-IS TRANSFER; RELEASE. Sublessee acknowledges and agrees that (a) Sublessor has not made any representations or warranties of any kind, express, implied or otherwise, with respect to the Transferred Personal Property including, without limitation, any representation or warranty respecting its condition, value, merchantability, suitability, state of repair or disrepair or working or non-working order, or fitness for a particular purpose; (b) Sublessee is acquiring and does accept the Transferred Personal Property on an “AS IS” “WHERE IS” “WITH ALL FAULTS AND DEFECTS” basis; and (c) that Sublessor shall have no liability for any fault, defect or failure to operate of the Transferred Personal Property. In addition, Sublessee releases, acquits and discharges Sublessor of and from, and waives, any and all claims, actions, causes of action, suits, proceedings, demands, rights, damages, liabilities, costs, or expenses, whether known or unknown, direct or indirect, foreseeable or unforeseeable, absolute or contingent (collectively, “Claims”), that Sublessee now has or may have or which may arise in the future based on or arising out the condition, state of repair or disrepair, inadequacy, operation, use or maintenance of the Transferred Personal Property or any part thereof or based on or arising out of any defect in or fault with the Transferred Personal Property. With respect to the release of claims set forth above, by its signature below, Sublessee waives any rights it may have under Section 1542 of the California Civil Code, which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
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Related to NO WARRANTIES; AS-IS TRANSFER; RELEASE

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • Representations, Warranties and Covenants of Stockholder Stockholder represents, warrants and covenants to Parent as follows:

  • Representations, Warranties and Covenants of the Client A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Representations, Warranties and Covenants of Shareholder The Shareholder represents, warrants, covenants and/or agrees as follows:

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Representations, Warranties and Covenants of Buyer The Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, as follows:

  • Representations, Warranties and Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.

  • Representations, Warranties and Covenants of Parent Parent represents, warrants and covenants to Stockholder that, assuming due authorization, execution and delivery of this Agreement by Stockholder, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent.

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • Representations, Warranties and Covenants of the Distributor A. The Distributor hereby represents and warrants to the Client, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

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