Representation and Warranties of Lender. Except as expressly set forth in writing in this Agreement, the Transferred Assets are being sold "AS IS" and "WHERE IS" with no representations or warranties of any kind, express or implied, oral or written, with respect to the physical condition, faults or value of the Transferred Assets, There is no warranty relating to title, possession, quiet enjoyment or the like in this disposition. Lender hereby expressly disclaims any and all warranties, express or implied, relating to the Transferred Assets, including the warranty of merchantability and fitness for a particular purpose or any other fact or matter not expressly set forth herein. Upon the Closing, Buyer shall assume all responsibility, shipping costs, storage costs, liability and obligations for the physical condition and status of the Transferred Assets. Prior to Closing, the foregoing costs shall be the sole responsibility of the Debtor. Lender makes no express or implied warranties, representations or endorsements whatsoever, including warranties of merchantability, non-infringement or fitness for a particular purpose with regard to the Transferred Assets, and Lender hereby expressly disclaims any such warranties to the maximum extent permitted by applicable law. Lender makes no representation or warranty and shall have no liability whatsoever on behalf of Lender or any third parties with regard to the operation, performance, nonperformance, quality, availability, completeness, accuracy or security of any of the Transferred Assets or the delay, error, or interruption of the flow of information in connection with use of any of the foregoing. Lender has not undertaken any independent investigation (nor does Lender intend to do so) and Lender disclaims any liability as a result of or obligation to do so, to determine if there is any pending, threatened or potential inquiry, claim, investigation, litigation, proceeding or decree by any federal, state or local authority, or administrative agency, or any private party against or relating to the Transferred Assets, or if the Transferred Assets infringe any third party's intellectual property rights. Notwithstanding the foregoing, Lender represents and warrants to Buyer, as follows:
Representation and Warranties of Lender. Lender hereby represents and warrants to Borrower that:
Representation and Warranties of Lender. The Lender represents and warrants to the Borrower that:
Representation and Warranties of Lender. Lender represents and warrants to the Borrower that (a) Lender is a validly existing limited partnership and has the requisite partnership power and authority to enter into and perform its obligations under this Agreement, and (b) this Agreement has been duly and validly authorized, executed and delivered on behalf of Lender and is a valid and binding agreement of Lender, enforceable against Lender in accordance with its terms.
Representation and Warranties of Lender. Lender represents and --------------------------------------- warrants (a) that it has not relied and will not rely on any representation or information of any nature made by or received from Xxxxx Fargo relative to the Borrower in deciding to extend credit to the Borrower or to execute this Agreement; (b) that, as of the date hereof, the outstanding amount of the Junior Claims does not exceed $1,000,000; (c) that no part of the Junior Claims is evidenced by any instrument, security or other writing which has not previously been or is not concurrently herewith being deposited with Xxxxx Fargo if requested by Xxxxx Fargo; (d) that Lender is the legal and beneficial owner of the Junior Claims and no part thereof is subject to any defense, offset of counterclaim; (e) that Lender has not heretofore assigned or transferred any of the Junior Claims, any interest therein or any collateral or security pertaining thereto; and (f) that Lender has not heretofore given, and will not give hereafter, any subordination to any other person in respect of the Junior Claims.
Representation and Warranties of Lender
