Common use of Warranties Exclusive Clause in Contracts

Warranties Exclusive. The parties acknowledge that the representations and warranties contained in Article 2 and Article 3 are the only representations or warranties given by the parties and that all other express or implied warranties are disclaimed. Without limiting the foregoing, Purchaser acknowledges that the Assets are conveyed “AS IS”, “WHERE IS” and “WITH ALL FAULTS” and that all warranties of merchantability or fitness for a particular purpose are disclaimed. WITHOUT LIMITING THE FOREGOING, PURCHASER ACKNOWLEDGES THAT THE COMPANY HAS MADE NO REPRESENTATION OR WARRANTY CONCERNING (I) ANY USE TO WHICH THE ASSETS MAY BE PUT, (II) ANY FUTURE REVENUES, COSTS, EXPENDITURES, CASH FLOW, RESULTS OF OPERATIONS, COLLECTIBILITY OF ACCOUNTS RECEIVABLE, FINANCIAL CONDITION OR PROSPECTS THAT MAY RESULT FROM THE OWNERSHIP, USE OR SALE OF THE ASSETS OR THE ASSUMPTION OF THE ASSUMED LIABILITIES OR(III) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES OR RELATED PERSONS OR (IV) THE CONDITION OF THE ASSETS INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY LAWS, EXCEPT IN THE CASE OF CLAUSES (III) AND (IV), FOR THOSE REPRESENTATIONS AND WARRANTIES MADE IN ARTICLES II and III. PURCHASER FURTHER ACKNOWLEDGES THAT THE COMPANY HAS MADE NO REPRESENTATIONS OR WARRANTIES TO PURCHASER IN ANY OTHER AGREEMENT.

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (Gadzooks Inc)

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Warranties Exclusive. The parties acknowledge that the representations and warranties contained in Article 2 and Article 3 4 are the only representations or warranties given by the parties and that all other express or implied warranties are disclaimed. Without limiting the foregoing, Purchaser acknowledges that ISG and Buyer acknowledge that, except for the representations and warranties contained in Section 4.1, the Acquired Assets are conveyed "AS IS”, “," "WHERE IS" and "WITH ALL FAULTS" and that all warranties of merchantability or fitness for a particular purpose are disclaimed. WITHOUT LIMITING THE FOREGOING, PURCHASER ACKNOWLEDGES THAT THE COMPANY HAS ISG AND BUYER ACKNOWLEDGE THAT, except for the representations and warranties contained in Section 4.1, SELLERS AND SELLERS' AFFILIATES AND THEIR RESPECTIVE RELATED PERSONS HAVE MADE NO REPRESENTATION OR WARRANTY CONCERNING ANY (IA) ANY USE TO WHICH THE ACQUIRED ASSETS MAY BE PUT, (IIB) ANY FUTURE REVENUES, COSTS, EXPENDITURES, CASH FLOW, RESULTS OF OPERATIONS, COLLECTIBILITY OF ACCOUNTS RECEIVABLE, FINANCIAL CONDITION OR PROSPECTS THAT MAY RESULT FROM THE OWNERSHIP, USE OR SALE OF THE ACQUIRED ASSETS OR THE ASSUMPTION OF THE ASSUMED LIABILITIES OR(IIIOR (C) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO PURCHASER ISG OR ITS BUYER OR THEIR AFFILIATES OR RELATED PERSONS. ISG AND BUYER FURTHER ACKNOWLEDGE THAT SELLERS AND SELLERS' AFFILIATES AND RELATED PERSONS OR (IV) THE CONDITION OF THE ASSETS INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY LAWS, EXCEPT IN THE CASE OF CLAUSES (III) AND (IV), FOR THOSE REPRESENTATIONS AND WARRANTIES MADE IN ARTICLES II and III. PURCHASER FURTHER ACKNOWLEDGES THAT THE COMPANY HAS HAVE MADE NO REPRESENTATIONS OR WARRANTIES TO PURCHASER IN ANY OTHER ANCILLARY AGREEMENT.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bethlehem Steel Corp /De/), Asset Purchase Agreement (International Steel Group Inc)

Warranties Exclusive. The parties acknowledge that the representations and warranties contained in Article 2 and Article 3 ARTICLE 4 are the only representations or warranties given by the parties and that all other express or implied warranties are disclaimed. Without limiting the foregoing, Purchaser foregoing Buyer acknowledges that the Acquired Assets are conveyed "AS IS", "WHERE IS" and "WITH ALL FAULTS" and that all warranties of merchantability or fitness for a particular purpose are disclaimed. WITHOUT LIMITING THE FOREGOING, PURCHASER FOREGOING THE BUYER ACKNOWLEDGES THAT THE COMPANY HAS SELLERS AND SELLERS' AFFILIATES AND THEIR RESPECTIVE RELATED PERSONS HAVE MADE NO REPRESENTATION OR WARRANTY CONCERNING (I) ANY USE TO WHICH THE ACQUIRED ASSETS MAY BE PUT, (II) ANY FUTURE REVENUES, COSTS, EXPENDITURES, CASH FLOW, RESULTS OF OPERATIONS, COLLECTIBILITY OF ACCOUNTS RECEIVABLE, FINANCIAL CONDITION OR PROSPECTS THAT MAY RESULT FROM THE OWNERSHIP, USE OR SALE OF THE ACQUIRED ASSETS OR THE ASSUMPTION OF THE ASSUMED LIABILITIES OR(IIILIABILITIES, (III) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO PURCHASER BUYER OR ITS AFFILIATES OR RELATED PERSONS OR (IV) THE CONDITION OF THE ASSETS INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY LAWS, EXCEPT IN THE CASE OF CLAUSES (III) AND (IV), FOR THOSE REPRESENTATIONS AND WARRANTIES MADE IN ARTICLES II and IIIPERSONS. PURCHASER BUYER FURTHER ACKNOWLEDGES THAT THE COMPANY HAS SELLERS AND SELLERS' AFFILIATES AND RELATED PERSONS HAVE MADE NO REPRESENTATIONS OR WARRANTIES TO PURCHASER IN ANY OTHER ANCILLARY AGREEMENT.

Appears in 2 contracts

Samples: Asset Purchase Agreement (International Steel Group Inc), Asset Purchase Agreement (LTV Corp)

Warranties Exclusive. The parties acknowledge that the representations and warranties contained in Article 2 and Article 3 4 are the only representations or warranties given by the parties and that all other express or implied warranties are disclaimed. Without limiting the foregoing, foregoing the Purchaser acknowledges that the Purchased Assets are conveyed “AS IS”, “WHERE IS” and “WITH ALL FAULTS” and that all warranties of merchantability or fitness for a particular purpose are disclaimed. WITHOUT LIMITING THE FOREGOING, FOREGOING THE PURCHASER ACKNOWLEDGES THAT THE COMPANY HAS SELLER AND ITS RELATED PERSONS HAVE MADE NO REPRESENTATION OR WARRANTY CONCERNING (I) ANY USE TO WHICH THE PURCHASED ASSETS MAY BE PUT, (II) ANY FUTURE REVENUES, COSTS, EXPENDITURES, CASH FLOW, RESULTS OF OPERATIONS, COLLECTIBILITY OF ACCOUNTS RECEIVABLE, FINANCIAL CONDITION OR PROSPECTS THAT MAY RESULT FROM THE OWNERSHIP, USE OR SALE OF THE PURCHASED ASSETS OR THE ASSUMPTION OF THE ASSUMED LIABILITIES OR(IIILIABILITIES, (III) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO THE PURCHASER OR ITS AFFILIATES OR RELATED PERSONS PERSONS, OR (IV) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.1, THE CONDITION OF THE ASSETS PURCHASED ASSETS, INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY ENVIRONMENTAL LAWS OR OTHER LAWS, EXCEPT IN THE CASE OF CLAUSES (III) AND (IV), FOR THOSE REPRESENTATIONS AND WARRANTIES MADE IN ARTICLES II and III. PURCHASER FURTHER ACKNOWLEDGES THAT THE COMPANY HAS MADE NO REPRESENTATIONS OR WARRANTIES TO PURCHASER IN ANY OTHER AGREEMENT.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lightyear Network Solutions, Inc.)

Warranties Exclusive. The parties acknowledge that the representations and warranties contained in Article 2 and Article 3 herein are the only representations or warranties given by the parties and that all other express or implied warranties are disclaimed. Without limiting the foregoing, Purchaser Buyer acknowledges that the Acquired Assets are conveyed "AS IS”, “," "WHERE IS" and "WITH ALL FAULTS" and that all warranties of merchantability or fitness for a particular purpose are disclaimed. WITHOUT LIMITING THE FOREGOING, PURCHASER BUYER ACKNOWLEDGES THAT THE COMPANY NEITHER ANY SELLER NOR ANY OF THEIR RELATED PERSONS OR AFFILIATES HAS MADE NO ANY REPRESENTATION OR WARRANTY CONCERNING (IA) ANY USE TO WHICH THE ACQUIRED ASSETS MAY BE PUT, (IIB) ANY FUTURE REVENUES, COSTS, EXPENDITURES, CASH FLOWFLOWS, RESULTS OF OPERATIONS, COLLECTIBILITY OF ACCOUNTS RECEIVABLE, FINANCIAL CONDITION OR PROSPECTS THAT MAY RESULT FROM THE OWNERSHIP, USE OR SALE OF THE ACQUIRED ASSETS OR THE ASSUMPTION OF THE ASSUMED LIABILITIES OR(IIILIABILITIES, (C) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO PURCHASER BUYER OR ITS AFFILIATES OR RELATED PERSONS OR AFFILIATES, OR (IVD) THE CONDITION OF THE ASSETS INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY LAWS, EXCEPT IN THE CASE OF CLAUSES (III) AND (IV), FOR THOSE REPRESENTATIONS AND WARRANTIES MADE IN ARTICLES II and III. PURCHASER FURTHER ACKNOWLEDGES THAT THE COMPANY HAS MADE NO REPRESENTATIONS OR WARRANTIES TO PURCHASER IN ANY OTHER AGREEMENT.AS EXPRESSLY SET FORTH IN

Appears in 1 contract

Samples: Asset Purchase Agreement (LTV Corp)

Warranties Exclusive. The parties acknowledge that the representations and warranties contained in Article 2 and Article 3 4 are the only representations or warranties given by the parties and that all other express or implied warranties are disclaimed. Without limiting the foregoing, Purchaser foregoing Buyer acknowledges that the Acquired Assets are conveyed “AS IS”, “WHERE IS” and “WITH ALL FAULTS” and that all warranties of merchantability or fitness for a particular purpose are disclaimed. WITHOUT LIMITING THE FOREGOING, PURCHASER FOREGOING THE BUYER ACKNOWLEDGES THAT THE COMPANY HAS SELLERS AND SELLERS’ AFFILIATES AND THEIR RESPECTIVE RELATED PERSONS HAVE MADE NO REPRESENTATION OR WARRANTY CONCERNING (I) ANY USE TO WHICH THE ACQUIRED ASSETS MAY BE PUT, (II) ANY FUTURE REVENUES, COSTS, EXPENDITURES, CASH FLOW, RESULTS OF OPERATIONS, COLLECTIBILITY OF ACCOUNTS RECEIVABLE, FINANCIAL CONDITION OR PROSPECTS THAT MAY RESULT FROM THE OWNERSHIP, USE OR SALE OF THE ACQUIRED ASSETS OR THE ASSUMPTION OF THE ASSUMED LIABILITIES OR(IIILIABILITIES, (III) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO PURCHASER BUYER OR ITS AFFILIATES OR RELATED PERSONS OR (IV) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.1, THE CONDITION OF THE ACQUIRED ASSETS INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY ENVIRONMENTAL LAWS OR OTHER LAWS, EXCEPT IN THE CASE OF CLAUSES (III) AND (IV), FOR THOSE REPRESENTATIONS AND WARRANTIES MADE IN ARTICLES II and III. PURCHASER BUYER FURTHER ACKNOWLEDGES THAT THE COMPANY HAS SELLERS AND SELLERS’ AFFILIATES AND RELATED PERSONS HAVE MADE NO REPRESENTATIONS OR WARRANTIES TO PURCHASER IN ANY OTHER ANCILLARY AGREEMENT.

Appears in 1 contract

Samples: Asset Purchase Agreement

Warranties Exclusive. The parties acknowledge that the representations and warranties contained in this Article 2 and Article 3 4 are the only representations or warranties given by the parties and that all other express or implied warranties are disclaimed. Without limiting the foregoing, Purchaser and subject to the express representations contained in this Agreement and the last two sentences of Section 4.2(e), Buyer acknowledges that the Acquired Assets are conveyed “AS IS”, “WHERE IS” and “WITH ALL FAULTS” and that all warranties of merchantability or fitness for a particular purpose are disclaimedALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. WITHOUT LIMITING THE FOREGOING, PURCHASER FOREGOING THE BUYER ACKNOWLEDGES THAT THE COMPANY HAS SELLERS AND SELLERS’ AFFILIATES AND THEIR RESPECTIVE RELATED PERSONS HAVE MADE NO REPRESENTATION OR WARRANTY CONCERNING (I) ANY USE TO WHICH THE ACQUIRED ASSETS MAY BE PUT, (II) ANY FUTURE REVENUES, COSTS, EXPENDITURES, CASH FLOW, RESULTS OF OPERATIONS, COLLECTIBILITY OF ACCOUNTS RECEIVABLE, FINANCIAL CONDITION OR PROSPECTS THAT MAY RESULT FROM THE OWNERSHIP, USE OR SALE OF THE ACQUIRED ASSETS OR THE ASSUMPTION OF THE ASSUMED LIABILITIES OR(IIILIABILITIES, (III) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO PURCHASER BUYER OR ITS AFFILIATES OR RELATED PERSONS OR (IV) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.1, THE CONDITION OF THE ACQUIRED ASSETS INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY FEDERAL TRADE COMMISSION LAWS OR OTHER LAWS, EXCEPT IN THE CASE OF CLAUSES (III) AND (IV), FOR THOSE REPRESENTATIONS AND WARRANTIES MADE IN ARTICLES II and III. PURCHASER FURTHER ACKNOWLEDGES THAT THE COMPANY HAS MADE NO REPRESENTATIONS OR WARRANTIES TO PURCHASER IN ANY OTHER AGREEMENT.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hampshire Group LTD)

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Warranties Exclusive. The parties acknowledge that the representations and warranties contained in Article 2 and Article 3 4 are the only representations or warranties given by the parties and that all other express or implied warranties are disclaimed. Without limiting the foregoing, Purchaser foregoing Buyer acknowledges that the Acquired Assets are conveyed “AS IS”, “WHERE IS” and “WITH ALL FAULTS” and that all warranties of merchantability or fitness for a particular purpose are disclaimedALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. WITHOUT LIMITING THE FOREGOING, PURCHASER FOREGOING THE BUYER ACKNOWLEDGES THAT THE COMPANY HAS SELLER AND SELLER’S AFFILIATES AND THEIR RESPECTIVE RELATED PERSONS HAVE MADE NO REPRESENTATION OR WARRANTY CONCERNING (I) ANY USE TO WHICH THE ACQUIRED ASSETS MAY BE PUT, (II) ANY FUTURE REVENUES, COSTS, EXPENDITURES, CASH FLOW, RESULTS OF OPERATIONS, COLLECTIBILITY OF ACCOUNTS RECEIVABLE, FINANCIAL CONDITION OR PROSPECTS THAT MAY RESULT FROM THE OWNERSHIP, USE OR SALE OF THE ASSETS ACQUIRED ASSETS, (III) ANY OF DEBTOR’S PATENTS, COPYRIGHTS, TRADE SECRETS, DOMAIN NAMES, TRADEMARKS, LICENSES IN, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF DEBTOR, INCLUDING, BUT NOT LIMITED TO, ANY SOFTWARE USED IN THE ASSUMPTION OF THE ASSUMED LIABILITIES OR(IIIBUSINESS, (IV) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO PURCHASER BUYER OR ITS AFFILIATES OR RELATED PERSONS OR (IVV) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.1, THE CONDITION OF THE ACQUIRED ASSETS INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY FEDERAL TRADE COMMISSION LAWS OR OTHER LAWS, EXCEPT IN THE CASE OF CLAUSES (III) AND (IV), FOR THOSE REPRESENTATIONS AND WARRANTIES MADE IN ARTICLES II and III. PURCHASER FURTHER ACKNOWLEDGES THAT THE COMPANY HAS MADE NO REPRESENTATIONS OR WARRANTIES TO PURCHASER IN ANY OTHER AGREEMENT.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wave Systems Corp)

Warranties Exclusive. The parties acknowledge that the representations and warranties contained in Article 2 4 and Article 3 5 are the only representations or warranties given by the parties and that all other express or implied warranties are disclaimed. Without limiting the foregoing, Purchaser Buyer acknowledges that that, except for the Excluded Liabilities and the representations and warranties contained in Article 4, the Acquired Assets are conveyed “AS IS”, ,” “WHERE IS” and “WITH ALL FAULTS” and that all warranties of merchantability or fitness for a particular purpose are disclaimed. WITHOUT LIMITING THE FOREGOINGFOREGOING AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, PURCHASER BUYER ACKNOWLEDGES THAT THE COMPANY HAS SELLER AND ITS REPRESENTATIVES HAVE MADE NO REPRESENTATION OR WARRANTY CONCERNING ANY (IA) ANY USE TO WHICH THE ACQUIRED ASSETS MAY BE PUT, (IIB) ANY FUTURE REVENUES, COSTS, EXPENDITURES, CASH FLOW, RESULTS OF OPERATIONS, COLLECTIBILITY OF ACCOUNTS RECEIVABLE, FINANCIAL CONDITION OR PROSPECTS THAT MAY RESULT FROM THE OWNERSHIP, USE OR SALE OF THE ACQUIRED ASSETS OR THE ASSUMPTION OF THE ASSUMED LIABILITIES OR(IIILIABILITIES, (C) ANY ENVIRONMENTAL CONDITIONS AT THE REAL PROPERTY, INCLUDING THE PRESENCE OR RELEASE OF HAZARDOUS SUBSTANCES, OR (D) OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO PURCHASER BUYER OR ITS AFFILIATES OR RELATED PERSONS OR (IV) THE CONDITION OF THE ASSETS INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY LAWS, EXCEPT IN THE CASE OF CLAUSES (III) AND (IV), FOR THOSE REPRESENTATIONS AND WARRANTIES MADE IN ARTICLES II and III. PURCHASER FURTHER ACKNOWLEDGES THAT THE COMPANY HAS MADE NO REPRESENTATIONS OR WARRANTIES TO PURCHASER IN ANY OTHER AGREEMENTREPRESENTATIVES.

Appears in 1 contract

Samples: Asset Purchase Agreement (Propex Fabrics Inc.)

Warranties Exclusive. The parties acknowledge that the representations and warranties contained in Article 2 and Article 3 4 are the only representations or warranties given by the parties and that all other express or implied warranties are disclaimed. Without limiting the foregoing, Purchaser acknowledges that ISG and Buyer acknowledge that, except for the representations and warranties contained in Section 4.1, the Acquired Assets are conveyed "AS IS”, “," "WHERE IS" and "WITH ALL FAULTS" and that all warranties of merchantability or fitness for a particular purpose are disclaimed. WITHOUT LIMITING THE FOREGOING, PURCHASER ACKNOWLEDGES THAT ISG AND BUYER ACKNOWLEDGE THAT, EXCEPT FOR THE COMPANY HAS REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 4.1, SELLERS AND SELLERS' AFFILIATES AND THEIR RESPECTIVE RELATED PERSONS HAVE MADE NO REPRESENTATION OR WARRANTY CONCERNING ANY (IA) ANY USE TO WHICH THE ACQUIRED ASSETS MAY BE PUT, (IIB) ANY FUTURE REVENUES, COSTS, EXPENDITURES, CASH FLOW, RESULTS OF OPERATIONS, COLLECTIBILITY OF ACCOUNTS RECEIVABLE, FINANCIAL CONDITION OR PROSPECTS THAT MAY RESULT FROM THE OWNERSHIP, USE OR SALE OF THE ACQUIRED ASSETS OR THE ASSUMPTION OF THE ASSUMED LIABILITIES OR(IIIOR (C) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO PURCHASER ISG OR ITS BUYER OR THEIR AFFILIATES OR RELATED PERSONS. ISG AND BUYER FURTHER ACKNOWLEDGE THAT SELLERS AND SELLERS' AFFILIATES AND RELATED PERSONS OR (IV) THE CONDITION OF THE ASSETS INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY LAWS, EXCEPT IN THE CASE OF CLAUSES (III) AND (IV), FOR THOSE REPRESENTATIONS AND WARRANTIES MADE IN ARTICLES II and III. PURCHASER FURTHER ACKNOWLEDGES THAT THE COMPANY HAS HAVE MADE NO REPRESENTATIONS OR WARRANTIES TO PURCHASER IN ANY OTHER ANCILLARY AGREEMENT.

Appears in 1 contract

Samples: Asset Purchase Agreement

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