Representation Disclaimer. The Seller shall not be deemed to have -------------------------- made to the Purchaser any representation or warranty other than as expressly made by the Seller herein. Without limiting the generality of the foregoing, and notwithstanding any otherwise express representations and warranties made by the Seller herein, the Seller makes no representation or warranty to Purchaser with respect to:
(a) Any projections, estimates or budgets heretofore delivered to or made available to the Purchaser of future revenues, expenses or expenditures or future results of operations; or
(b) Except as expressly covered by a representation and warranty contained herein, any other information or documents (financial or otherwise) made available to the Purchaser or his counsel, accountants or advisers with respect to the Company.
Representation Disclaimer. Buyer and Parent agree that neither ------------------------- Sellers nor Stockholder shall be deemed to have made to Buyer or Parent any representation or warranty other than those expressly made by either Sellers or Stockholder pursuant to Section 2 hereof. Without limiting the generality of the foregoing, except to the extent expressly set forth in this Agreement, neither Sellers nor Stockholder have made any representation or warranty to Buyer or Parent with respect to (i) any projections, estimates or budgets heretofore delivered to or made available to either Buyer or Parent of future revenues, expenses or expenditures or future results of operations; or (ii) any other information or documents (financial or otherwise) made available to Buyer, Parent, their counsel, accountants or advisors with respect to Sellers or Stockholder.
Representation Disclaimer. The Company shall not be deemed to have made to you any representation or warranty other than as expressly made by the Company in this Agreement. Without limiting the generality of the foregoing, and notwithstanding any otherwise express representations and warranties made by the Company in Section 3 hereof, the Company makes no representation or warranty to you with respect to:
(a) any projections, estimates or budgets heretofore delivered to or made available to you with respect to future revenues, expenses or expenditures or future results of operations of the Company and/or its subsidiaries; or
(b) except as expressly covered by a representation and warranty contained in Section 3 hereof, any other information or documents (financial or otherwise) made available to you or your counsel, accountants or advisers with respect to the Company.
Representation Disclaimer. Each Stockholder agrees that Zoll and Merger Sub shall not be deemed to have made to any Stockholder any representation or warranty other than those expressly made by Zoll or Merger Sub pursuant to Section 8 hereof. Without limiting the generality of the foregoing, neither Zoll nor Merger Sub has made any representation or warranty to any Stockholder with respect to (i) any projections, estimates or budgets heretofore delivered to or made available to any Stockholder of future revenues, expenses or expenditures or future results of operations; or (ii) any other information or documents (financial or otherwise) made available to any Stockholder, their counsel, accountants or advisors with respect to Zoll and Merger Sub.
Representation Disclaimer. GHI represents and covenants that it will comply in all material respects with all Laws applicable to its performance of this Agreement and the conduct of the Services hereunder. GHI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT, THE SERVICES AND ANY RESULTS THEREOF.
Representation Disclaimer. THE MANAGER REPRESENTS AND WARRANTS THAT IT WILL CARRY OUT ITS SERVICES HEREUNDER WITH REASONABLE CARE AND SKILL, BUT IN NO EVENT LESS THAN THE STANDARD OF CARE SET FORTH IN SECTION 3.4. THIS EXPRESS REPRESENTATION AND WARRANTY IS IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES; AND THE MANAGER HEREBY DISCLAIMS ANY AND ALL OTHER EXPRESS REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE OWNER CONTAINERS, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, WHETHER EXPRESS OR IMPLIED OR WRITTEN OR ORAL OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, INCLUDING ANY GUARANTEE REGARDING ANY FINANCIAL PERFORMANCE OF THE OWNER CONTAINERS OR THE LESSEES.
Representation Disclaimer. The Company, Clemente and the -------------------------- Sellers shall not be deemed to have made to Purchaser any representation or warranty other than as expressly made by them in Article II. Without limiting the generality of the foregoing, and notwithstanding any otherwise express representations and warranties made by the Company, Clemente and the Sellers in Article II hereof, the Company, Clemente and the Sellers makes no representation or warranty to Purchaser with respect to:
(a) any projections, estimates or budgets heretofore delivered to or made available to Purchaser of future revenues, expenses or expenditures or future results of operations; or
(b) except as expressly covered by a representation and warranty contained in Article II, any other information or documents (financial or otherwise) made available to Purchaser or its counsel, accountants or advisers with respect to the Company.
Representation Disclaimer. 6.1 REPRESENTATIONS TBC represents and warrants to the Partnership that:
(a) TBC (i) has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder and (ii) has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder.
(b) TBC has obtained all necessary consents, approvals and authorizations of all governmental authorities and other third parties required to be obtained in connection with its execution, delivery and performance of this Agreement.
(c) Notwithstanding anything to the contrary in this Agreement, TBC's execution, delivery and performance of this Agreement (i) will not conflict with or violate any requirement of applicable laws or regulations and (ii) will not conflict with, violate or breach or constitute a default or require any consent under any of its contractual obligations.
(d) Other than the rights granted to [ * ] pursuant to the [ * ] Agreement, TBC (i) has not granted any rights in, to or under the Background Technology to any third party and (ii) has not entered into any agreements that give any third party rights to acquire, own or possess any right or interest in any Background Technology or other proprietary rights arising or resulting from any research related thereto.
(e) TBC has provided to ICOS, on behalf of the Partnership, a true and complete copy of the [ * ] Agreement. None of the terms of the [ * ] Agreement have been amended, modified or waived and, with respect to [ * ], any "Backup Candidates" thereto and the Endothelin Receptor Antagonist Program, will not be amended, modified or waived without the prior written consent of the Partnership.
(f) TBC has provided to ICOS-GP, on behalf of the Partnership, a true and complete copy of the Consultant's Letter Agreement except for redactions of terms thereof that do not relate to the fees that are due thereunder with respect to the [ * ] Agreement. None of the terms of the Consultant's Letter Agreement have been amended, modified or waived and, with respect to fees due on payments under the [ * ] Agreement, will not be amended, modified or waived without the prior written consent of the Partnership.
(g) Attachment A contains a list of all patents issued and patent applications filed on or before the date of this Agreement that are owned or controlled by TBC or any of its Affiliates and that cover or relate to the c...
Representation Disclaimer. 6.01 ICOS hereby expressly warrants and represents that it possesses the legal rights to license Background Technology (except technology that is not the subject of Patents) free of any liens or encumbrances except those set forth in the Underlying Agreements. * Confidential Treatment Requested
Representation Disclaimer. The Xxxx Shareholders shall not be deemed to have made to ACUP any representation or warranty other than as expressly made by the Xxxx Shareholders in Article II hereof. Without limiting the generality of the foregoing, and notwithstanding any otherwise express representations and warranties made by the Xxxx Shareholders in Article II hereof, the Xxxx Shareholders makes no representation or warranty to ACUP with respect to:
(a) any projections, estimates or budgets heretofore delivered to or made available to Purchaser of future revenues, expenses or expenditures or future results of operations; or
(b) except as expressly covered by a representation and warranty contained in Article II hereof, any other information or documents (financial or otherwise) made available to ACUP or its counsel, accountants or advisers with respect to the Company.
