Disclaimer of Seller. (A) THE PURCHASED ASSETS AND THE REAL PROPERTY ARE BEING SOLD ON AN “AS IS,” “WHERE IS” BASIS AS OF THE CLOSING AND IN ITS CONDITION AS OF CLOSING WITH “ALL FAULTS” AND, EXCEPT FOR REPRESENTATION AND WARRANTIES SET FORTH IN THIS ARTICLE III OR AS CONTAINED IN ANY DEED TO ANY REAL PROPERTY DELIVERED AT THE CLOSING, NONE OF THE SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE OR HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE BUSINESS OR ANY OF THE PURCHAED ASSETS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (II) THE OPERATION OF THE BUSINESS BY THE PURCHASER AFTER THE CLOSING, (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS AFTER THE CLOSING, OR (IV) THE XXXXXX NAME OR ANY RIGHTS THAT SELLER MAY HAVE UNDER THIS XXXX AND (B) OTHER THAN AS EXPRESSLY PROVIDED IN ARTICLE VII OF THIS AGREEMENT, NONE OF THE SELLER, ITS AFFILIATES OR ANY OF THEIR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY TO THE PURCHASER, ITS AFFILIATES OR REPRESENTATIVES RESULTING FROM INFORMATION PROVIDED TO THE PURCHASER, ITS AFFILIATES, ADVISORS OR REPRESENTATIVES, WHETHER ORALLY OR IN WRITING, IN CERTAIN DATA ROOMS, MANAGEMENT PRESENTATIONS, DISCUSSIONS OR RESPONSES TO QUESTIONS IN CONNECTION WITH THE EVALUATION OF THE CONTEMPLATED TRANSACTIONS. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.
Disclaimer of Seller. Except as otherwise provided in this Article V, the Assets to be sold hereunder to Buyer are being sold AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR OTHER EXPRESSED OR IMPLIED WARRANTY. In addition and notwithstanding anything to the contrary herein or in any of the other Transaction Documents, the Space and Missile Business Assets are being sold ON A QUIT CLAIM BASIS AS IS AND WITHOUT ANY REPRESENTATION OR WARRANTIES WHATSOEVER.
Disclaimer of Seller. 13 6.17. Full Disclosure...............................................................................13
Disclaimer of Seller. Except as otherwise provided in this -------------------- Section 6, the Assets to be sold hereunder to Buyer are to be sold AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR OTHER EXPRESSED OR IMPLIED WARRANTY.
Disclaimer of Seller. EXCEPT AS SET FORTH IN THIS Article IV, NONE OF SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE OR HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE BUSINESS OR ANY OF THE PURCHASED ASSETS OR THE ASSUMED OBLIGATIONS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (II) THE OPERATION OF THE BUSINESS BY BUYER AFTER THE CLOSING OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.
Disclaimer of Seller. EXCEPT AS SET FORTH IN THIS AGREEMENT, ANY ANCILLARY AGREEMENT AND ANY INSTRUMENT DELIVERED PURSUANT THERETO AND EXCEPT FOR ANY WARRANTIES OF TITLE CONTAINED IN ANY DEED TO ANY OWNED REAL PROPERTY DELIVERED AT THE CLOSING, NONE OF THE SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE OR HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE BUSINESS OR ANY OF THE PURCHASED ASSETS. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.
Disclaimer of Seller. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NEITHER SELLER NOR ITS REPRESENTATIVES HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN RESPECT OF THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SELLER AND ITS REPRESENTATIVES HAVE NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS); OR (II) THE PROBABLE SUCCESS, PROFITABILITY OR PROSPECTS OF THE BUSINESS, THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES AFTER CLOSING AND ANY SUCH REPRESENTATION OR WARRANTY IS EXPRESSLY DISCLAIMED.
Disclaimer of Seller. Other than as expressly represented in Section 3.1 o r e l s e w h e r e i n this Agreement, Seller makes no representation or warranties of any kind or nature whatsoever, and expressly disclaims any and all implied warranties, with respect to the Purchased Assets, Easement Rights and/or Permits. All of the Purchased Assets and Property Interests to be sold or transferred to the Buyer hereunder are being sold or transferred “AS IS, WHERE IS” to Buyer on the Closing Date. Seller makes no representation or warranty of any nature regarding the value of the Purchased Assets, Easement Rights and Permits in relation to the Purchase Price, or otherwise, nor any representation or warranty of any nature regarding any economic, regulatory, or other benefit, if any, that Buyer may derive from the ownership of the Purchased Assets, Easement Rights and Permits.
Disclaimer of Seller. Except as expressly provided herein, SELLER MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE PURCHASED ASSETS, THE BUSINESS OR THE DIVISION, INCLUDING THOSE RELATING TO THE QUALITY, CONDITION, MERCHANTABILITY, SALABILITY, OBSOLESCENCE, WORKING ORDER OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE PURCHASED ASSETS, THE BUSINESS AND THE DIVISION ARE SOLD TO THE BUYER "AS IS AND WHERE IS".
Disclaimer of Seller. (a) Except as expressly set forth in this Agreement and except for those items delivered pursuant to the terms of this Agreement, including Section 8.2, Purchaser acknowledges and agrees that Seller, or any member, shareholder, partner, director, officer, manager, person, firm, agent, employee or representative of, or acting or purporting to act on behalf of, Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to the Property. Seller is not liable or bound in any manner by any verbal or written statements, representations or information pertaining to the Property, or the operation thereof, furnished by any real estate broker or any agent or employee of Seller, except for those items delivered by or on behalf of Seller pursuant to the terms of this Agreement. Purchaser further acknowledges and agrees that except as expressly set forth in this Agreement, to the maximum extent permitted by law, that should the Closing occur, then the sale of the Property as provided for herein will be made on an “AS IS” condition and basis “WITH ALL FAULTS” as of the date hereof, reasonable wear and tear, and casualty and condemnation (as provided in Article 10) excepted. It is understood and agreed that the Purchase Price has been adjusted by prior negotiation to reflect that the Property is sold by Seller and purchased by Purchaser subject to the foregoing.
