Limitation on Representations and Warranties. Such purchase shall be expressly made without representation or warranty of any kind by any selling party (or the applicable representative or the Term Agent) and without recourse of any kind, except that the selling party shall represent and warrant: (i) the amount of the ABL Obligations or Term Obligations, as applicable, being purchased from it, (ii) that such ABL Secured Party or Term Secured Party, as applicable, owns the ABL Obligations or Term Obligations, as applicable, free and clear of any Liens or encumbrances and (iii) that such ABL Secured Party or Term Secured Party, as applicable, has the right to assign such ABL Obligations or Term Obligations, as applicable, and the assignment is duly authorized.
Limitation on Representations and Warranties. EXCEPT AS OTHERWISE SET FORTH HEREIN AND WITHOUT LIMITING THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SOLD ASSETS, WHICH ARE BEING SOLD TO PURCHASER “AS IS,” “WHERE IS” AND WITH ALL DEFECTS AT THE FUNDING DATE. WITHOUT LIMITING ANY OTHER DISCLAIMERS OR LIMITATIONS HEREIN, THE SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SOLD ASSETS, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER MAKE NO REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO (A) ANY PROJECTIONS, ESTIMATES OR BUDGETS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO PURCHASER OF FUTURE REVENUES, EXPENSES OR EXPENDITURES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE SOLD ASSETS OR (B) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO PURCHASER OR ITS COUNSEL, ACCOUNTANTS, ADVISORS OR OTHER REPRESENTATIVES WITH RESPECT TO THE SOLD ASSETS, EXCEPT AS EXPRESSLY COVERED BY A REPRESENTATION AND WARRANTY CONTAINED IN SECTION 3.01(A) THROUGH (TT).
Limitation on Representations and Warranties. EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENT, XXXXXXXXX AND DFCI MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE PATENT RIGHTS AND COMPOUNDS AND MATERIALS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, VALIDITY OF PATENT RIGHTS CLAIMS, WHETHER ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. Specifically, and not to limit the foregoing, XXXXXXXXX and DFCI make no warranty or representation (i) regarding the validity or scope of the PATENT RIGHTS, and (ii) that the exploitation of the PATENT RIGHTS or any LICENSED PRODUCT or LICENSED PROCESS or LICENSED SERVICE, or methods used in making or using COMPOUNDS or MATERIALS will not infringe any patents or other intellectual property rights of XXXXXXXXX or DFCI or of a third party. The COMPOUNDS and MATERIALS are experimental in nature and will be used with prudence and appropriate caution since not all of their characteristics are known. EXCEPT FOR COMPANY’S INDEMNITY OBLIGATIONS UNDER SECTION 8.1, IN NO EVENT SHALL ANY PARTY, THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES FACULTY, STUDENTS, MEDICAL AND PROFESSIONAL STAFF, AGENTS AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER XXXXXXXXX OR DFCI SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.
Limitation on Representations and Warranties. Except for the representations and warranties contained in this Article III, neither the Seller nor any other Person or entity acting on behalf of the Seller makes any representation or warranty, express or implied, concerning the Shares, the Integrated Assets or the business, assets, or liabilities of the Company or any other matter.
Limitation on Representations and Warranties. Such purchase shall be expressly made without representation or warranty of any kind by any selling party (or the ABL Representative or the Term Debt Representative, as applicable) and without recourse of any kind, except that the selling party shall represent and warrant: (a) the amount of the ABL Obligations or Term Debt Obligations, as applicable, being purchased from it, (b) that such ABL Secured Party or Term Debt Secured Party, as applicable, owns the ABL Obligations or Term Debt Obligations, as applicable, free and clear of any Liens or encumbrances and (c) that such ABL Secured Party or Term Debt Secured Party, as applicable, has the right to assign such ABL Obligations or Term Debt Obligations, as applicable, and the assignment is duly authorized.
Limitation on Representations and Warranties. (a) Except as and to the extent expressly set forth in this Article IV, included on any schedule hereto or included in any writing delivered by Parent to the Company concurrently herewith or subsequent hereto expressly pursuant to this Agreement, each of Parent and Parent Sub makes no other representation or warranty and disclaims all Liability and responsibility for any representation, warranty, statement or information (financial or otherwise) made or communicated (orally or in writing) to the Company or any of its stockholders, employees, agents, consultants or representatives.
Limitation on Representations and Warranties. The Company makes no representation or warranty to the Parent regarding the probable success or profitability of the Surviving Corporation.
Limitation on Representations and Warranties. Such purchase shall be expressly made without representation or warranty of any kind by Agent or any Revolving Loan Lender as to the Obligations owing to any of them or otherwise and without recourse to Agent or any Revolving Loan Lender, except that each Revolving Loan Lender shall represent and warrant: (a) the amount of its portion of the Obligations being purchased, (b) that such Revolving Loan Lender owns its portion of the Obligations free and clear of any Liens or encumbrances and (c) such Revolving Loan Lender has the right to assign such Obligations and the assignment is duly authorized.
Limitation on Representations and Warranties. The Stockholders make no representation or warranty to the Parent regarding the probable success or profitability of the Surviving Corporation.
Limitation on Representations and Warranties. Any purchase under this Section 7 shall be expressly made without representation or warranty of any kind by any selling party (or the applicable ABL Agent or the applicable Term Loan Agent) and without recourse of any kind, except that the selling party shall represent and warrant: (a) the amount of the ABL Obligations or Obligations (as defined in the applicable Term Loan Credit Agreement), as applicable, being purchased from it, (b) that such ABL Lender or Term Loan Lender, as applicable, owns the ABL Obligations or Obligations (as defined in the applicable Term Loan Credit Agreement), as applicable, free and clear of any Liens or encumbrances and (c) that such ABL Lender or Term Loan Lender, as applicable, has the right to assign such ABL Obligations or Obligations (as defined in the applicable Term Loan Credit Agreement), as applicable, and the assignment is duly authorized.
