Common use of Disclaimer of Other Representations and Warranties Clause in Contracts

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this ss.3, the Seller makes no representation or warranty, express or implied, at law or in equity, in respect of any of the Acquired Assets, liabilities or operations, including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this ss.3, the Buyer is purchasing the Acquired Assets on an "as-is, where-is" basis. Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed Liabilities, and none shall be implied at law or in equity.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pacific Gateway Exchange Inc), Asset Purchase Agreement (Pacific Gateway Exchange Inc)

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Disclaimer of Other Representations and Warranties. Except as expressly set forth in this ss.3Section 3, the Seller makes Sellers make no representation or warranty, express or implied, at law or in equity, in respect of any of their assets (including, without limitation, the Acquired Assets), liabilities or operations, including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this ss.3Section 3, the Buyer is purchasing the Acquired Assets on an "as-is, where-is" basis. Without limiting the generality of the foregoing, the Seller makes Sellers make no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed LiabilitiesAssets, and none shall be implied at law or in equity.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Arch Communications Group Inc /De/), Asset Purchase and Sale Agreement (Omniamerica Inc)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this ss.3Article V, the Seller makes Sellers make no representation or warranty, express or implied, at law or in equity, in respect of any of their assets (including, without limitation, the Acquired Purchased Assets), liabilities or operations, including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this ss.3Article V, the Buyer is purchasing the Acquired Assets on an "as-is, where-is" basis. Without limiting the generality of the foregoing, the Seller makes Sellers make no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed LiabilitiesPurchased Assets, and none shall be implied at law or in equity.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Teligent Inc), Asset Purchase Agreement (Teligent Inc)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this ss.3Article IV, the Seller makes no representation or warranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Acquired Transferred Assets), liabilities or operations, including, including without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Buyer Purchaser hereby acknowledges and agrees that, except to the extent specifically set forth in this ss.3Article IV, the Buyer Purchaser is purchasing the Acquired Transferred Assets on an "as-is, where-is" basis. Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Acquired Transferred Assets or any liabilities other than the Assumed Liabilities, and none shall be implied at law or in equity.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Intelliquest Information Group Inc), Asset Purchase Agreement (Naviant Inc)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this ss.3Article III, the Seller makes no representation representations or warrantywarranties, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Acquired Assets), liabilities or operations, including, including without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Buyer Purchaser hereby acknowledges and agrees that, except to the extent specifically set forth in this ss.3Article III, the Buyer Purchaser is purchasing the Acquired Assets on an "as-is, where-is" is basis. .” Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed Liabilities, and none shall be implied implied, at law or in equity.

Appears in 2 contracts

Samples: Asset Purchase and Indemnity Agreement (RG America, Inc.), Asset Purchase and Indemnity Agreement (Home Solutions of America Inc)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this ss.3Article IV, the Seller makes no representation or warranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Acquired Assets), liabilities or operations, including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this ss.3Article IV, the Buyer is purchasing the Acquired Assets on an "as-is, where-is" basis. Without limiting the generality of the foregoing, the except as may be set forth in this Article IV, Seller makes no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed Liabilities, and none shall be implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Epazz Inc)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this ss.3Section 5, the Seller makes Sellers make no representation or warranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Acquired Assets), liabilities or operations, including, without limitation, including with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this ss.3Section 5 or otherwise in this Agreement, the Buyer is purchasing the Acquired Assets on an "as-is, where-is" basis. Without limiting the generality of the foregoing, the Seller makes Sellers make no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed Liabilities, and none shall be implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vista Eyecare Inc)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this ss.3Article 4, Seller and the Seller makes Shareholders make no representation or warranty, express or implied, at law or in equity, equity in respect of any of Seller's assets (including without limitation, the Acquired Assets), liabilities or operations, including, including without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Buyer Purchaser hereby acknowledges and agrees that, except to the extent specifically set forth in this ss.3Article 4, the Buyer Purchaser is purchasing the Acquired Assets on an "as-is, where-is" basis. Without limiting the generality of the foregoing, except as expressly set forth herein, Seller and the Seller makes Shareholders make no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed Liabilities, Obligations and none shall be implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this ss.3Section III, the Seller makes no representation or warranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Acquired Assets), liabilities or operations, including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this ss.3Section III, the Buyer is purchasing the Acquired Assets on an "as-is, where-is" basis. Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed Liabilities, and none shall be implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (First Intercontinental Technology, Inc.)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this ss.3Article V, the Seller makes no representation or warranty, express or implied, at law or in equity, in respect of any of its assets (including without limitation, the Acquired Assets), liabilities liabilities, or operations, including, without limitation, with respect to the merchantability or fitness for of any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this ss.3Article V, the Buyer is purchasing the Acquired Assets on an "as-is, where-is" basis. Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets asset other than the Acquired Assets or any liabilities liability other than the Assumed Liabilities, and none shall be implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Celera CORP)

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Disclaimer of Other Representations and Warranties. Except as expressly set forth in this ss.3Section 3, the Seller makes no representation or warranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Acquired Assets), liabilities or operations, including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this ss.3Section 3, the Buyer is purchasing the Acquired Assets on an "as-is, where-is" basis. Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed Liabilities, and none shall be implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aris Corp/)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this ss.3§3, the Seller makes no representation or warranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Acquired Assets), liabilities or operations, including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this ss.3§3, the Buyer is purchasing the Acquired Assets on an "as-is, where-is" basis. Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed Liabilities, and none shall be implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Culp Inc)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this ss.3Exhibit B, the Seller makes no representation or warranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Acquired Assets), liabilities or operations, including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this ss.3Exhibit B, the Buyer is purchasing the Acquired Assets on an "as-is, where-is" basis. Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed Liabilities, and none shall be implied at law or in equity.. EXHIBIT C

Appears in 1 contract

Samples: Agreement of Purchase (Zila Inc)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this ss.3Article III, the Seller makes no representation or warranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Acquired Purchased Assets), liabilities or operations, including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this ss.3Article III, the Buyer is purchasing the Acquired Purchased Assets on an "as-is, where-is" basis. Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Acquired Purchased Assets or any liabilities other than the Assumed Liabilities, and none shall be implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Surge Holdings, Inc.)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this ss.3Article IV and in Article III, none of the Seller Sellers makes no any representation or warranty, express or implied, at law or in equity, in respect of any of itself, the Acquired Assets, liabilities or any of its other assets, Liabilities or operations, including, without limitation, including with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Buyer Buyers hereby acknowledges acknowledge and agrees agree that, except to the extent specifically set forth in this ss.3Article IV, the Buyer is Buyers are purchasing the Acquired Assets on an "as-is, where-is" basis. Without limiting the generality of the foregoing, the Seller makes Sellers make no representation or warranty regarding any assets other than the Acquired Assets or any liabilities Liabilities other than the Assumed Liabilities, and none shall be implied at law or in equity.

Appears in 1 contract

Samples: Purchase Agreement (Capmark Finance Inc.)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this ss.3Article V, the Seller makes no representation or warranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Acquired Purchased Assets), liabilities or operations, including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this ss.3Article V, the Buyer is purchasing the Acquired Assets on an "as-is, where-where- is" basis. Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed LiabilitiesPurchased Assets, and none shall be implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Teligent Inc)

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