Common use of Express Disclaimer Clause in Contracts

Express Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (A) NONE OF THE COMPANY OR THE SELLERS MAKES ANY REPRESENTATION OR WARRANTY OR EXTENDS ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR VALIDITY OF PATENT RIGHTS OR CLAIMS, ISSUED OR PENDING, (B) NONE OF THE COMPANY OR THE SELLERS MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY FUTURE EVENTS, PROSPECTS, PROJECTIONS OR ESTIMATES WITH RESPECT TO THE TRANSFERRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS, (C) THE TRANSFERRED ASSETS AND THE BUSINESS BEING TRANSFERRED TO THE BUYER AT THE CLOSING ARE TO BE CONVEYED “AS IS, WHERE IS”, AND IN THEIR THEN PRESENT CONDITION, AND THE BUYER SHALL RELY UPON ITS OWN EXAMINATION THEREOF, AND (D) NONE OF THE COMPANY OR THE SELLERS MAKES ANY GUARANTY OF QUALITY WITH RESPECT TO ANY OF THE TRANSFERRED ASSETS BEING SO TRANSFERRED, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR OBVIOUS.

Express Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (A) NONE OF THE NO SELLER, SOLD COMPANY OR THE SELLERS SOLD SUBSIDIARY MAKES ANY REPRESENTATION OR WARRANTY OR EXTENDS ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR VALIDITY OF PATENT RIGHTS OR CLAIMS, ISSUED OR PENDING, (B) NONE OF THE NO SELLER, SOLD COMPANY OR THE SELLERS SOLD SUBSIDIARY MAKES ANY REPRESENTATIONS REPRESENTATION OR WARRANTIES WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL WITH RESPECT TO ANY FUTURE EVENTS, PROSPECTS, PROJECTIONS OR ESTIMATES WITH RESPECT TO THE TRANSFERRED ASSETS, ASSETS OR LIABILITIES OF THE ASSUMED LIABILITIES SOLD COMPANIES OR SOLD SUBSIDIARIES OR THE BUSINESS, (C) THE TRANSFERRED SOLD COMPANIES AND SOLD SUBSIDIARIES AND ANY ASSETS AND THEREOF (OTHER THAN THE NON-BUSINESS BEING TRANSFERRED TO THE BUYER AT THE CLOSING ASSETS) ARE TO BE CONVEYED “AS IS, WHERE IS”, AND IN THEIR THEN PRESENT CONDITION, AND THE BUYER SHALL RELY UPON ITS OWN EXAMINATION THEREOF, AND (D) NONE OF THE NO SELLER, SOLD COMPANY OR THE SELLERS SOLD SUBSIDIARY MAKES ANY GUARANTY OF QUALITY WITH RESPECT TO ANY ASSETS OF THE TRANSFERRED ASSETS BEING SO TRANSFERREDSOLD COMPANIES OR SOLD SUBSIDIARIES, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR OBVIOUS, AND (E) NO SELLER, SOLD COMPANY OR SOLD SUBSIDIARY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION THAT THE SELLERS, THE SOLD COMPANIES OR SOLD SUBSIDIARIES FURNISHED OR MADE AVAILABLE TO THE BUYER AND ITS REPRESENTATIVES. EACH SELLER PARTY ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES MADE BY THE BUYER IN THIS AGREEMENT ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY THE BUYER IN RESPECT OF THE CONTEMPLATED TRANSACTIONS AND THE TRANSACTION DOCUMENTS, AND THE BUYER HAS DISCLAIMED ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ITSELF OR ANY OF ITS AFFILIATES.

Express Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTAGREEMENT AND THE TRANSACTION DOCUMENTS, (A) NONE OF THE NO SELLER, SOLD COMPANY OR THE SELLERS SOLD SUBSIDIARY MAKES ANY REPRESENTATION OR WARRANTY OR EXTENDS ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR VALIDITY OF PATENT RIGHTS OR CLAIMS, ISSUED OR PENDING, (B) NONE OF THE NO SELLER, SOLD COMPANY OR THE SELLERS SOLD SUBSIDIARY MAKES ANY REPRESENTATIONS REPRESENTATION OR WARRANTIES WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL WITH RESPECT TO ANY FUTURE EVENTS, PROSPECTS, PROJECTIONS OR ESTIMATES WITH RESPECT TO THE TRANSFERRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS, (C) THE TRANSFERRED ASSETS AND THE BUSINESS BEING TRANSFERRED TO THE BUYER AT THE CLOSING ARE TO BE CONVEYED “AS IS, WHERE IS”, AND IN THEIR THEN PRESENT CONDITION, AND THE BUYER SHALL RELY UPON ITS OWN EXAMINATION THEREOF, AND (D) NONE OF THE NO SELLER, SOLD COMPANY OR THE SELLERS SOLD SUBSIDIARY MAKES ANY GUARANTY OF QUALITY WITH RESPECT TO ANY OF THE TRANSFERRED ASSETS BEING SO TRANSFERRED, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR OBVIOUS, AND (E) NO SELLER, SOLD COMPANY OR SOLD SUBSIDIARY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION THAT THE SELLERS, THE SOLD COMPANIES OR SOLD SUBSIDIARIES FURNISHED OR MADE AVAILABLE TO THE BUYER AND ITS REPRESENTATIVES.

Express Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTAGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY CERTIFICATE DELIVERED IN CONNECTION HEREWITH, (A) NONE OF THE COMPANY OR THE SELLERS MAKES ANY REPRESENTATION OR WARRANTY OR EXTENDS ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR VALIDITY OF PATENT RIGHTS OR CLAIMS, ISSUED OR PENDING, (B) NONE OF THE COMPANY OR THE SELLERS MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY FUTURE EVENTS, PROSPECTS, PROJECTIONS OR ESTIMATES (INCLUDING AS MAY BE SET FORTH IN ANY BUSINESS PLANS) WITH RESPECT TO THE TRANSFERRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS, (C) THE TRANSFERRED ASSETS AND THE BUSINESS BEING TRANSFERRED TO THE BUYER AT THE CLOSING CLOSINGS ARE TO BE CONVEYED “AS IS, WHERE IS”, AND IN THEIR THEN PRESENT CONDITION, AND THE BUYER SHALL RELY UPON ITS OWN EXAMINATION THEREOF, AND (D) NONE OF THE COMPANY OR THE SELLERS MAKES ANY GUARANTY OF QUALITY WITH RESPECT TO ANY OF THE TRANSFERRED ASSETS BEING SO TRANSFERRED, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR OBVIOUS.

Express Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTAGREEMENT OR IN ANY CERTIFICATE DELIVERED BY THE COMPANY WITH RESPECT THERETO, THE COMPANY LETTER AND THE TRANSACTION DOCUMENTS, (A) NONE OF THE COMPANY OR THE SELLERS ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY OR EXTENDS ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR VALIDITY OF PATENT RIGHTS OR CLAIMS, ISSUED OR PENDING, (B) NONE OF THE COMPANY OR THE SELLERS ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATIONS REPRESENTATION OR WARRANTIES WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL WITH RESPECT TO ANY FUTURE EVENTS, PROSPECTS, PROJECTIONS OR ESTIMATES WITH RESPECT TO THE TRANSFERRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS, (C) THE TRANSFERRED ASSETS AND THE BUSINESS BEING TRANSFERRED TO THE BUYER AT THE CLOSING ARE TO BE CONVEYED “AS IS, WHERE IS”, AND IN THEIR THEN PRESENT CONDITION, AND THE BUYER SHALL RELY UPON ITS OWN EXAMINATION THEREOF, AND (D) NONE OF THE COMPANY OR THE SELLERS ANY OF ITS SUBSIDIARIES MAKES ANY GUARANTY OF QUALITY WITH RESPECT TO ANY OF THE TRANSFERRED ASSETS BEING SO TRANSFERRED, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR OBVIOUS, AND (E) NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION THAT THE SELLERS, THE SOLD COMPANIES OR SOLD SUBSIDIARIES FURNISHED OR MADE AVAILABLE TO THE BUYER AND ITS REPRESENTATIVES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THE FOREGOING SHALL LIMIT OR MODIFY ANY OF THE REPRESENTATIONS OR WARRANTIES OF THE COMPANY IN THIS AGREEMENT OR IN ANY CERTIFICATE DELIVERED WITH RESPECT THERETO, THE COMPANY LETTER AND THE TRANSITION SERVICES AGREEMENT OR ANY COVENANTS OF THE COMPANY IN THIS AGREEMENT AND ANY REMEDIES WITH RESPECT TO BREACH OF ANY OF THE FOREGOING.