Common use of Disclaimer of Representations and Warranties Clause in Contracts

Disclaimer of Representations and Warranties. (a) Each of BOLC (on behalf of itself and each member of the BOLC Group) and NUVOLA (on behalf of itself and each member of the NUVOLA Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreements, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements or otherwise, is representing or warranting in any way as to the assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets are being transferred on an "as is," "where is" basis and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.

Disclaimer of Representations and Warranties. (a) Each of BOLC Brink’s (on behalf of itself and each other member of the BOLC Brink’s Group) and NUVOLA BHS (on behalf of itself and each other member of the NUVOLA BHS Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, Agreement or any Ancillary Agreements or otherwiseAgreement, is representing or warranting in any way as to the assetsany Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets Assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all any such assets Assets are being transferred on an "“as is," "” “where is" ” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. (a) Each of BOLC NorthStar Realty (on behalf of itself and each other member of the BOLC NorthStar Realty Group) and NUVOLA NSAM (on behalf of itself and each other member of the NUVOLA NSAM Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, Agreement or any Ancillary Agreements or otherwiseAgreement, is representing or warranting in any way as to the assetsany Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents Consents or approvals required in connection therewith, as to the value or freedom from any Security Interests security interests of, or any other matter concerning, any assets Assets of such party, or as to the absence of any defenses or right of setoff set-off or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all any such assets are being transferred on an "“as is," "” “where is" basis ” basis, and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interestsecurity interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. (a) Each of BOLC JDSU (on behalf of itself and each member of the BOLC JDSU Group) and NUVOLA Lumentum (on behalf of itself and each member of the NUVOLA Lumentum Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementsTransaction Document, no party to this Agreement, any Ancillary Agreement Transaction Document or any other agreement or document contemplated by this Agreement, any Ancillary Agreements or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assets, businesses or Liabilities liabilities transferred or assumed as contemplated hereby or thereby, ; as to any consents approvals or approvals notifications required in connection herewith or therewith, ; as to the value or freedom from any Security Interests of, or any other matter concerning, of any assets of such party, or ; as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim action or other asset, including any accounts receivable, of any party, ; or as to the legal sufficiency of any assignment, document document, certificate or instrument delivered hereunder under this agreement to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein in this Agreement or in any Ancillary AgreementTransaction Document, all such assets are being transferred on an "“as is," "” “where is" ” basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interestsecurity interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. (a) Each of BOLC OCWEN (on behalf of itself and each other member of the BOLC OCWEN Group) and NUVOLA ALTISOURCE (on behalf of itself and each other member of the NUVOLA ALTISOURCE Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, Agreement or any Ancillary Agreements or otherwiseAgreement, is representing or warranting in any way as to the assetsany Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests security interests of, or any other matter concerning, any assets Assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all any such assets are being transferred on an "“as is," "” “where is" basis ” basis, and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interestsecurity interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. (a) Each of BOLC Parent (on behalf of itself and each member of the BOLC Parent Group) and NUVOLA the Company (on behalf of itself and each member of the NUVOLA Company Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements Agreement or otherwise, is representing or warranting in any way as to (i) the assetsAssets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to (ii) any consents or approvals required in connection therewith, as to (iii) the value or freedom from any Security Interests of, or any other matter concerning, any assets Assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any party, or (iv) as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets are being transferred on an "as is," "where is" basis and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.Ancillary

Disclaimer of Representations and Warranties. (a) Each of BOLC AT&T (on behalf of itself and each member of the BOLC AT&T Services Group) and NUVOLA NCR (on behalf of itself and each member of the NUVOLA NCR Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementsTransaction Agreement, no party to this Agreement, any Ancillary Transaction Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements Transaction Agreement either has or otherwise, is representing or warranting in any way as to the assetsAssets, businesses or Liabilities retained, transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets Assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Transaction Agreement, all such assets Assets were, or are being, transferred, or are being transferred retained, on an "as is," "where is" basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.

Disclaimer of Representations and Warranties. (a) Each of BOLC NCR (on behalf of itself and each member of the BOLC NCR Group) ), and NUVOLA Teradata (on behalf of itself and each member of the NUVOLA Teradata Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements Agreement or otherwise, is representing or warranting in any way as to the assetsAssets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals (including Governmental Approvals or Consents) required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets Assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets Assets are being transferred on an "“as is," "” “where is" ” basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.

Disclaimer of Representations and Warranties. (a) Each of BOLC DHPI (on behalf of itself and each member of the BOLC DHPI Group) and NUVOLA RP (on behalf of itself and each member of the NUVOLA RP Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements Agreement or otherwise, is representing or warranting in any way as to the assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets are being transferred on an "as is," "where is" basis and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.

Disclaimer of Representations and Warranties. (a) Each of BOLC Parent (on behalf of itself and each member of the BOLC Parent Group) and NUVOLA the Company (on behalf of itself and each member of the NUVOLA Company Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements Agreement or otherwise, is representing or warranting in any way as to (i) the assetsAssets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to (ii) any consents or approvals required in connection therewith, as to (iii) the value of, or freedom from any Security Interests of, or any other matter concerning, any assets Assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any party, or (iv) as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets Assets are being transferred on an "as is," "where is" basis (and, in the case of any real property, by means of a quitclaim or similar form of deed or conveyance) and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.

Disclaimer of Representations and Warranties. (a) Each of BOLC CBI (on behalf of itself and each member of the BOLC CBI Group) and NUVOLA CONVERGYS (on behalf of itself and each member of the NUVOLA CONVERGYS Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements Agreement or otherwise, is representing or warranting in any way as to the assets, businesses or Liabilities liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests security interests of, or any other matter concerning, any assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets CONVERGYS Assets are being transferred on an "as is," ", where is" basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance), and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.the

Disclaimer of Representations and Warranties. (a) Each of BOLC DTE Energy (on behalf of itself and each other member of the BOLC DTE Energy Group) and NUVOLA DT Midstream (on behalf of itself and each other member of the NUVOLA DT Midstream Group) understands and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary AgreementsAgreement or the Tax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, Agreement or any Ancillary Agreements or otherwise, Agreement is representing or warranting in any way as to the assets, businesses any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of such Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the DTE Energy Business or DT Midstream Business, as applicable, as to any consents Governmental Approvals or approvals other Consents required in connection therewiththerewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets Assets or Liabilities of such partyParty, or as to the absence of any defenses or right rights of setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any partysuch Party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets are being transferred on an "as is," "where is" basis and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.

Disclaimer of Representations and Warranties. (a) Each of BOLC QUALCOMM (on behalf of itself and each member of the BOLC QUALCOMM Group) and NUVOLA Leap (on behalf of itself and each member of the NUVOLA Leap Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements Agreement or otherwise, is representing or warranting in any way as to the assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets are being transferred on an "as is," "where is" basis and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.prove

Disclaimer of Representations and Warranties. (a) Each of BOLC ORACO (on behalf of itself and each member of the BOLC ORACO Group) and NUVOLA MERC (on behalf of itself and each member of the NUVOLA MERC Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreements, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements or otherwise, is representing or warranting in any way as to the assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets are being transferred on an "as is," "where is" basis and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.

Disclaimer of Representations and Warranties. (a) Each of BOLC CBI (on behalf of itself and each member of the BOLC CBI Group) and NUVOLA CONVERGYS (on behalf of itself and each member of the NUVOLA CONVERGYS Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements Agreement or otherwise, is representing or warranting in any way as to the assets, businesses or Liabilities liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests security interests of, or any other matter concerning, any assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets CONVERGYS Assets are being transferred on an "as is," ", where is" basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance), and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interestsecurity interest.

Disclaimer of Representations and Warranties. (a) Each of BOLC Lucent (on behalf of itself and each member of the BOLC Lucent Group) ), and NUVOLA Avaya (on behalf of itself and each member of the NUVOLA Avaya Group) understands and agrees that, except as expressly set forth herein (including in Section 7.2(g)) or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements Agreement or otherwise, is representing or warranting in any way as to the assetsAssets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets Assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets Assets are being transferred on an "as is," "where is" basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest, and (ii) any necessary consents or approvals are not obtained or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. (a) Each of BOLC AT&T (on behalf of itself and each member of the BOLC AT&T Services Group), Lucent (on behalf of 30 itself and each member of the Lucent Group) and NUVOLA NCR (on behalf of itself and each member of the NUVOLA NCR Group) understands and agrees that, except as expressly set forth herein (including in Section 7.2(g)) or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements Agreement or otherwise, is representing or warranting in any way as to the assetsAssets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets Assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets Assets are being transferred on an "as is," "where is" basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest. 2.11.

Disclaimer of Representations and Warranties. (a) Each of BOLC Parent (on behalf of itself and each member of the BOLC Parent Group) and NUVOLA the Company (on behalf of itself and each member of the NUVOLA Company Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements Agreement or otherwise, is representing or warranting in any way as to (i) the assetsAssets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to (ii) any consents 17 18 or approvals required in connection therewith, as to (iii) the value of, or freedom from any Security Interests of, or any other matter concerning, any assets Assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any party, or (iv) as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets Assets are being transferred on an "as is," "where is" basis (and, in the case of any real property, by means of a quitclaim or similar form of deed or conveyance) and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.

Disclaimer of Representations and Warranties. (a) Each of BOLC AT&T (on behalf of itself and each member of the BOLC AT&T Services Group) and NUVOLA ), Lucent (on behalf of itself and each member of the NUVOLA Lucent Group) and NCR (on behalf of itself and each member of the NCR Group) understands and agrees that, except as expressly set forth herein (including in Section 7.2(g)) or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements Agreement or otherwise, is representing or warranting in any way as to the assetsAssets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets Assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets Assets are being transferred on an "as is," "where is" basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.

Disclaimer of Representations and Warranties. (a) Each of BOLC Lucent (on behalf of itself and each member of the BOLC Lucent Group) ), and NUVOLA Avaya (on behalf of itself and each member of the NUVOLA Avaya Group) understands and agrees that, except as expressly set forth herein herein) or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements Agreement or otherwise, is representing or warranting in any way as to the assetsAssets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets Assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets Assets are being transferred on an "as is," "where is" basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest, and (ii) any necessary consents or approvals are not obtained or that any requirements of laws or judgments are not complied with.

Disclaimer of Representations and Warranties. (a) Each of BOLC Rubicon (on behalf of itself and each member of the BOLC Rubicon Group) and NUVOLA DAC (on behalf of itself and each member of the NUVOLA DAC Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreements, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements or otherwise, is representing or warranting in any way as to the assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets are being transferred on an "“as is," "” “where is" ” basis and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.

Disclaimer of Representations and Warranties. (a) Each of BOLC Eastside (on behalf of itself and each member of the BOLC Eastside Group) and NUVOLA MWW (on behalf of itself and each member of the NUVOLA MWW Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreements, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements or otherwise, is representing or warranting in any way as to the assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets are being transferred on an "“as is," "” “where is" ” basis and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.

Disclaimer of Representations and Warranties. (a) Each of BOLC Collagen (on behalf of itself and each member of the BOLC Collagen Group) and NUVOLA Technologies (on behalf of itself and each member of the NUVOLA Technologies Group) understands and agrees that, except as expressly set forth herein in this Agreement or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements Agreement or otherwise, is representing or warranting in any way as to the assetsAssets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets Assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereofEffective Date. Except as may expressly be set forth herein in this Agreement or in any Ancillary Agreement, all such assets Assets are being transferred on an "as is," "where is" basis and (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and, except as otherwise provided herein, the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.

Disclaimer of Representations and Warranties. (a) Each of BOLC Astronics (on behalf of itself and each member of the BOLC Astronics Group) ), and NUVOLA MOD-PAC (on behalf of itself and each member of the NUVOLA MOD-PAC Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements Agreement or otherwise, is representing or warranting in any way as to the assetsAssets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets Assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other assetAsset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets Assets are being transferred on an "as is," "where is" basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.

Disclaimer of Representations and Warranties. (a) Each of BOLC ATI (on behalf of itself and each member of ATI, including TII) and Teledyne Technologies (on behalf of itself and each member of the BOLC Group) and NUVOLA (on behalf of itself and each member of the NUVOLA Teledyne Technologies Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements Agreement or otherwise, is representing or warranting in any way as to the assetsAssets, businesses or Liabilities transferred or assumed as contemplated hereby or therebythereby (including whether an Asset is Year 2000 Compliant), as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets Assets of such party, or as to the absence of any defenses or right rights of setoff or freedom from counterclaim counterclaims with respect to any claim or other assetAsset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except Without limiting the scope of the foregoing, no party makes any representations or warranties as may expressly be set forth herein or in any Ancillary Agreement, all such assets are being transferred on an "as is," "where is" basis and to the respective transferees shall bear the economic and legal risks that any conveyance shall prove Intellectual Property sought to be insufficient to vest in the transferee good and marketable titletransferred herein, including, without limitation, whether such Intellectual Property or any portion thereof is valid, enforceable, freely transferable, free and clear of liens (except permitted liens) or sufficient and complete in order to conduct the Teledyne Technologies Business, whether any Security Interest.party herein owns, has the exclusive right to use or has the ability to practice such Intellectual Property or any portion thereof, or whether such Intellectual Property or the operation of any aspect of the

Disclaimer of Representations and Warranties. (a) Each of BOLC JDSU (on behalf of itself and each member of the BOLC JDSU Group) and NUVOLA Lumentum (on behalf of itself and each member of the NUVOLA Lumentum Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementsTransaction Document, no party to this Agreement, any Ancillary Agreement Transaction Document or any other agreement or document contemplated by this Agreement, any Ancillary Agreements or otherwise, is representing or warranting to any other party hereto or thereto in any way as to the assets, businesses or Liabilities liabilities transferred or assumed as contemplated hereby or thereby, ; as to any consents approvals or approvals notifications required in connection herewith or therewith, ; as to the value or freedom from any Security Interests of, or any other matter concerning, of any assets of such party, or ; as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim action or other asset, including any accounts receivable, of any party, ; or as to the legal sufficiency of any assignment, document document, certificate or instrument delivered hereunder under this agreement to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein in this Agreement or in any Ancillary AgreementTransaction Document, all such assets are being transferred on an "“as is," "” “where is" ” basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.security interest, and (ii) any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied with. Article III

Disclaimer of Representations and Warranties. (a) Each of BOLC STEI (on behalf of itself and each member of the BOLC STEI Group) and NUVOLA SQRI (on behalf of itself and each member of the NUVOLA SQRI Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreements, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements or otherwise, is representing or warranting in any way as to the assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets are being transferred on an "as is," "where is" basis and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.

Disclaimer of Representations and Warranties. (a) Each of BOLC QUALCOMM (on behalf of itself and each member of the BOLC QUALCOMM Group) and NUVOLA Leap (on behalf of itself and each member of the NUVOLA Leap Group) understands and agrees that, except as expressly set forth herein or in any Ancillary AgreementsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreements Agreement or otherwise, is representing or warranting in any way as to the assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, all such assets are being transferred on an "as is," "where is" basis and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.