Specific Disclaimers Sample Clauses

Specific Disclaimers. Without limitation, nothing contained in this Agreement shall be construed as: (a) a representation or warranty by either Party (or any of its Affiliates) as to the validity, scope, or enforceability of any of the Licensed Patents or Licensed Non-Patent and Trademark Intellectual Property Rights; (b) a representation or warranty by either Party (or any of its Affiliates) that (i)(A) any activities or the performance thereof, or (B) any of or use of any Solutions or any Business Operations, covered by any of the Licensed Patents, or (ii) the Licensed Technology or its use, will be free from infringement of any Patents or other intellectual property rights, including of any other Person; (c) conferring on either Party (or any of its Affiliates) any obligation to secure or maintain in force any Patents or registered intellectual property rights or to file or maintain any Patent Applications or to file any registrations for or maintain any registered intellectual property rights; (d) conferring on either Party (or any of its Affiliates) any obligation to make any determination as to the applicability of any Patent or other intellectual property right to any activity, Solutions, Technology or Business Operations; (e) imposing on either Party (or any of its Affiliates) any obligation to institute any claim, action or suit for Patent infringement or infringement or misappropriation of any other intellectual property rights, or defend any claim, action or suit brought by any other Person which challenges or concerns the validity or enforceability of any of the Licensed Patents or Licensed Non-Patent and Trademark Intellectual Property Rights of such Party or any of its Affiliates; or (f) conferring on either Party (or any of its Affiliates) any right to bring any claim or institute any action or suit for Patent infringement or infringement or misappropriation of any other intellectual property rights with respect to any Licensed Patents, Licensed Technology or Licensed Non-Patent and Trademark Intellectual Property Rights of the other Party or any of its Affiliates, nor the right to defend any claim, action or suit which challenges or concerns the validity or enforceability of any of the Licensed Patents or Licensed Non-Patent and Trademark Intellectual Property Rights of such other Party or any of its Affiliates.

Specific Disclaimers. Each of the Shareholders specifically disclaims any claim for any interest in the profits, losses, cash or other assets of the Company or Acquiror or from the future value of the Company attributable to the Shares. The Shareholders, jointly and severally, represent, warrant and acknowledge that following the Closing Date, the Company may re-issue the Shares as treasury shares or sell new shares of Common Stock for a higher price per share (or issue or grant securities convertible or exercisable into or exchangeable for shares of Common Stock for a higher price per share on an as converted basis) than either of the Shareholders is or will be receiving pursuant to this Agreement, and neither of the Shareholders shall have any interest whatsoever therein nor any claim relating thereto.

Specific Disclaimers. You recognize and agree that hosting content online involves risks of unauthorized disclosure or exposure and that, in using the Integrations, you assume such risks. We shall not, in any way, be responsible for any intentional or unintentional misuse of Customer Data by you (including your employees, subsidiaries, or Affiliates) and/or by your authorized users or Third-Party Service providers to whom you have granted access to Customer Data. You are solely responsible for granting access to the Integrations by providing Credentials to your users.

Specific Disclaimers. THE SERVICES MAY PROVIDE, OR THE SERVICES MAY BE CONNECTED TO A SERVICE THAT PROVIDES, INFORMATION OR ANALYSIS REGARDING GAS PRICES. CUSTOMER UNDERSTANDS THAT THE GAS PRICE INFORMATION OR ANALYSIS IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. SKYLINE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE APPROPRIATENESS, FITNESS, SUITABILITY, TIMELINESS, ACCURACY OR COMPLETENESS OF SUCH INFORMATION. CUSTOMER SETS ITS OWN GAS PRICES AND IS RESPONSIBLE FOR SETTING SUCH PRICES REGARDLESS OF THE INFORMATION PROVIDED THROUGH THE SERVICES. ANY GAS PRICE OPTIMIZATION INFORMATION PROVIDED THROUGH THE SERVICES IS ONLY AN ESTIMATE AND CUSTOMER ASSUMES THE RISK OF RELYING ON ANY GAS PRICING INFORMATION PROVIDED THROUGH THE SERVICES. THE SERVICES MAY CONTAIN FEATURES AND FUNCTIONALITY LINKING CUSTOMER OR PROVIDING CUSTOMER WITH CERTAIN THIRD PARTY SERVICES AND ACCESS TO THIRD PARTY CONTENT, INCLUDING INTEGRATION WITH CERTAIN THIRD PARTIES PROVIDING GAS PRICE INFORMATION. CUSTOMER ACKNOWLEDGES THAT SKYLINE IS NOT RESPONSIBLE FOR SUCH THIRD PARTY CONTENT OR THIRD PARTY SERVICES. CUSTOMER IRREVOCABLY WAIVES ANY CLAIM AGAINST SKYLINE WITH RESPECT TO SUCH THIRD PARTY FUNCTIONALITY AND THIRD PARTY CONTENT AND SERVICES. CUSTOMER UNDERSTANDS THAT IF CUSTOMER ACCESSES THIRD PARTY FEATURES OR FUNCTIONALITY THROUGH THE SERVICES, CUSTOMER’S GAS PRICE INFORMATION MAY BE SENT TO SUCH THIRD PARTIES AUTOMATICALLY. SUCH GAS PRICE INFORMATION INCLUDES BUT IS NOT LIMITED TO CUSTOMER’S GAS PRICES AT ITS STORES AND COMPETITOR SURVEY DATA ENTERED INTO THE SERVICES BY CUSTOMER. ONCE SUCH INFORMATION IS SENT TO THIRD PARTIES IT MAY BE USED BY SUCH THIRD PARTIES WITHOUT RESTRICTION.

Specific Disclaimers. EXCEPT AS OTHERWISE SET FORTH IN THE ECA CP AND THE CPS, SYMANTEC: (I) SHALL NOT INCUR LIABILITY TO ANY PERSON OR ENTITY FOR REPRESENTATIONS CONTAINED IN A CERTIFICATE, PROVIDED THE CERTIFICATE WAS PREPARED IN COMPLIANCE WITH THE CPS, AND PROVIDED FURTHER THAT THE FOREGOING DISCLAIMER SHALL NOT APPLY TO SYMANTEC’S LIABILITY IN TORT FOR NEGLIGENT, RECKLESS, OR FRAUDULENT CONDUCT OR WILLFUL MISCONDUCT, AND (II) DOES NOT WARRANT THE STANDARDS OR PERFORMANCE OF ANY HARDWARE OR SOFTWARE NOT UNDER EXCLUSIVE OWNERSHIP OF, EXCLUSIVE CONTROL OF, OR LICENSED TO SYMANTEC.

Specific Disclaimers. Seller specifically disclaims as of the Closing any claim for fraud, breach of loyalty or fiduciary duty against the Company or any of the other members of the Company arising out of its being a member of the Company. Seller further specifically disclaims as of the Closing any claim for any interest in the profits, losses, cash, distributions or other assets of the Company, or from the future value of the Company arising out of the Membership Interests. [Except as expressly set forth herein, the Company and [the Buyers] specifically disclaim as of the Closing any claim for fraud, breach of loyalty or fiduciary duty against Seller arising out of its being a member of the Company. The Company and [the Buyers] further specifically disclaim any claim to recover from Seller any interest in the profits, losses, cash, distributions or other assets paid from the Company, or from the past value of the Company arising out of the Membership Interests, except as expressly set forth herein.] Seller acknowledges that each Buyer may resell their agreed upon portion of the Membership Interest for a profit, and Seller shall have no interest whatsoever therein nor any claim relating thereto. Seller has performed its own valuation, without reliance on the Buyers and assumes all risk of any error in judgment or computation relating to that valuation. Each Buyer has performed its own valuation, without reliance on Seller and assumes all risk of any error in judgment or computation relating to that valuation. Seller has requested all information deemed material with respect to the valuation of the Membership Interests and its decision to enter into this Agreement and all information requested by Seller with respect to such valuation and decision has been provided by the Company. Notwithstanding anything set forth herein to the contrary, nothing in this Section shall release, acquit, or discharge any claims that the Seller or the Buyers may have arising under this Agreement or the other documents and agreements executed and delivered pursuant to this Agreement.

Specific Disclaimers. PARTNER’S USE OF THE INTERFACE IS AT ITS SOLE RISK. THE INTERFACE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. [***].

Specific Disclaimers. Customer acknowledges that Greenshades does not provide legal, human resources, accounting, or tax advice or opinions and that Customer’s use of the Greenshades Products and Services does not create any fiduciary obligations on the part of Greenshades to Customer. Although Greenshades strives to ensure that data and information contained in and produced by the Greenshades Products and Services are current and accurate, Greenshades is dependent on third parties, including but not limited to, state and local governmental agencies to timely update and provide information that affect such data and information. AS SUCH, CUSTOMER AGREES THAT IT USES AND RELIES UPON THE GREENSHADES PRODUCTS AND SERVICES AT ITS OWN RISK AND ACKNOWLEDGES THAT GREENSHADES CANNOT AND DOES NOT GUARANTEE THAT ANY DATA AND INFORMATION CONTAINED IN OR PRODUCED BY THE GREENSHADES PRODUCTS AND SERVICES ARE ACCURATE, COMPLETE, CURRENT, OR CORRECT. In addition, due among other reasons to rapidly changing rules and regulations that require interpretation by qualified professionals, Customer bears full responsibility to determine the applicability of the output generated by the Greenshades Products and to confirm its accuracy. Customer will notify Greenshades of any error or omission discovered by Customer in such output, and any discrepancy between the Customer Inputs and Customer’s internal records. Customer shall conduct due diligence and seek the assistance of qualified counsel, accounting professionals, and other professionals on matters requiring professional advice.

Specific Disclaimers. Nothing in this Agreement is or shall be construed as: (a) A warranty or representation by either party as to the validity or scope of any patent or patent application; or (b) A warranty or representation that anything made, used, sold, or otherwise disposed of under any license granted, technology transferred, or know-how provided in this Agreement is or will be free from infringement of patents, copyrights, and other rights of third parties; or (c) A requirement that either party file any patent application, secure any patent, continue prosecution of any patent or maintain any patent in force; including any patent and/or patent applications that may be licensed in this Agreement; or (d) An obligation by LICENSOR to bring or prosecute actions or suits against third parties for infringement of any patents; or, (e) An obligation to furnish any technical assistance or information or any information concerning pending patent applications; or, (f) Conferring any right to use in advertising, publicity, or otherwise any trademark or trade name of any entity; or (g) Any warranty or representation that the experimental services provided is free of inaccuracies or omissions.