Common use of Limitation on Representations and Warranties Clause in Contracts

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 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 MATERIALSRIGHTS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, VALIDITY OF PATENT RIGHTS CLAIMS, WHETHER ISSUED OR PENDING, 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 EITHER 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. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS MASTER PURCHASE AND SALE AGREEMENT, XXXXXXXXX ANY INDIVIDUAL PURCHASE AND DFCI MAKE NO REPRESENTATIONS SALE AGREEMENT AND/OR WARRANTIES IN ANY OF THE DOCUMENTS DELIVERED AT CLOSING, NEITHER THE SELLER, THE FRANCHISOR, OPERATING TENANT, THE EMPLOYER OR ANY KIND CONCERNING OF THEIR AFFILIATES, NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, NOR ANY PERSON PURPORTING TO REPRESENT ANY OF THE PATENT RIGHTS AND COMPOUNDS AND MATERIALSFOREGOING, HAVE MADE ANY REPRESENTATION, WARRANTY, GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH RESPECT TO THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION WARRANTIES LIMITATION, ANY WARRANTY OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENTOR ANY REPRESENTATION OR WARRANTY AS TO (A) THE CONDITION, VALIDITY SAFETY, QUANTITY, QUALITY, USE, OCCUPANCY OR OPERATION OF PATENT RIGHTS CLAIMSTHE PROPERTY, WHETHER ISSUED (B) THE PAST, PRESENT OR PENDINGFUTURE REVENUES OR EXPENSES WITH RESPECT TO THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY, AND (C) THE ABSENCE COMPLIANCE OF LATENT THE PROPERTY OR THE BUSINESS WITH ANY ZONING REQUIREMENTS, BUILDING CODES OR OTHER DEFECTSAPPLICABLE LAW, WHETHER OR NOT DISCOVERABLE. SpecificallyINCLUDING, and not to limit the foregoingWITHOUT LIMITATION, XXXXXXXXX and DFCI make no warranty or representation THE AMERICANS WITH DISABILITIES ACT OF 1990, (iD) 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 THE ACCURACY OF ANY KIND, INCLUDING ECONOMIC DAMAGES ENVIRONMENTAL REPORTS OR INJURY OTHER DATA OR INFORMATION SET FORTH IN THE SELLER DUE DILIGENCE MATERIALS PROVIDED TO PROPERTY AND LOST PROFITS, REGARDLESS PURCHASER WHICH WERE PREPARED FOR OR ON BEHALF OF WHETHER XXXXXXXXX OR DFCI SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOWTHE SELLER, OR IN FACT SHALL KNOW OF (E) ANY OTHER MATTER RELATING TO THE POSSIBILITY OF SELLER, THE FOREGOINGPROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY.

Limitation on Representations and Warranties. EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENT, XXXXXXXXX AND DFCI MAKE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE PATENT RIGHTS AND COMPOUNDS AND MATERIALSRIGHTS, 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 makes 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 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 COMPANY SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.. CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

Limitation on Representations and Warranties. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENT, XXXXXXXXX AND DFCI MAKE NO REPRESENTATIONS NEITHER SELLER, OPERATING TENANT, STARWOOD, EMPLOYER OR WARRANTIES ANY OF THEIR AFFILIATES, NOR ANY KIND CONCERNING OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, NOR ANY PERSON PURPORTING TO REPRESENT ANY OF THE PATENT RIGHTS AND COMPOUNDS AND MATERIALSFOREGOING, HAVE MADE ANY REPRESENTATION, WARRANTY, GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH RESPECT TO THE PROPERTY OR THE BUSINESS, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION WARRANTIES LIMITATION, ANY WARRANTY OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENTOR ANY REPRESENTATION OR WARRANTY AS TO (A) THE CONDITION, VALIDITY SAFETY, QUANTITY, QUALITY, USE, OCCUPANCY OR OPERATION OF PATENT RIGHTS CLAIMSTHE PROPERTY, WHETHER ISSUED (B) THE PAST, PRESENT OR PENDINGFUTURE REVENUES OR EXPENSES WITH RESPECT TO THE PROPERTY OR THE BUSINESS, AND (C) THE ABSENCE COMPLIANCE OF LATENT THE PROPERTY OR THE BUSINESS WITH ANY ZONING REQUIREMENTS, BUILDING CODES OR OTHER DEFECTSAPPLICABLE LAW, WHETHER OR NOT DISCOVERABLE. SpecificallyINCLUDING, and not to limit the foregoingWITHOUT LIMITATION, XXXXXXXXX and DFCI make no warranty or representation THE AMERICANS WITH DISABILITIES ACT OF 1990, (iD) 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 THE ACCURACY OF ANY KIND, INCLUDING ECONOMIC DAMAGES ENVIRONMENTAL REPORTS OR INJURY OTHER DATA OR INFORMATION SET FORTH IN THE SELLER DUE DILIGENCE MATERIALS PROVIDED TO PROPERTY AND LOST PROFITS, REGARDLESS PURCHASER WHICH WERE PREPARED FOR OR ON BEHALF OF WHETHER XXXXXXXXX OR DFCI SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOWSELLER, OR IN FACT SHALL KNOW OF (E) ANY OTHER MATTER RELATING TO SELLER, THE POSSIBILITY OF PROPERTY OR THE FOREGOINGBUSINESS.

Limitation on Representations and Warranties. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENT, XXXXXXXXX AND DFCI MAKE NO REPRESENTATIONS NEITHER SELLER, THE OWNER PARTIES, THEIR AFFILIATES, NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR WARRANTIES REPRESENTATIVES, NOR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING, HAVE MADE ANY KIND CONCERNING REPRESENTATION, WARRANTY, GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH RESPECT TO THE PATENT RIGHTS AND COMPOUNDS AND MATERIALSTRANSFERRED PROPERTY OR THE BUSINESS, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION WARRANTIES LIMITATION, ANY WARRANTY OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENTOR ANY REPRESENTATION OR WARRANTY AS TO (A) THE CONDITION, VALIDITY SAFETY, QUANTITY, QUALITY, USE, OCCUPANCY OR OPERATION OF PATENT RIGHTS CLAIMSTHE TRANSFERRED PROPERTY, WHETHER ISSUED (B) THE COMPLIANCE OF THE TRANSFERRED PROPERTY OR PENDINGTHE BUSINESS WITH ANY ZONING REQUIREMENTS, AND THE ABSENCE OF LATENT BUILDING CODES OR OTHER DEFECTSAPPLICABLE LAW, WHETHER OR NOT DISCOVERABLE. SpecificallyINCLUDING, and not to limit the foregoingWITHOUT LIMITATION, XXXXXXXXX and DFCI make no warranty or representation THE AMERICANS WITH DISABILITIES ACT OF 1990, (iC) 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 THE ACCURACY OF ANY KIND, INCLUDING ECONOMIC DAMAGES ENVIRONMENTAL REPORTS OR INJURY OTHER DATA OR INFORMATION SET FORTH IN THE SELLER DUE DILIGENCE MATERIALS PROVIDED TO PROPERTY AND LOST PROFITS, REGARDLESS PURCHASER WHICH WERE PREPARED FOR OR ON BEHALF OF WHETHER XXXXXXXXX SELLER OR DFCI SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOWTHE OWNER PARTIES, OR IN FACT SHALL KNOW OF (D) ANY OTHER MATTER RELATING TO SELLER OR THE POSSIBILITY OF OWNER PARTIES, THE FOREGOINGTRANSFERRED PROPERTY OR THE BUSINESS.

Limitation on Representations and Warranties. Except for the representations and warranties set forth in this Agreement, the Business and Business Assets are being sold "AS IS, WHERE IS." EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH STATED ABOVE OR AS STATED IN THIS AGREEMENT, XXXXXXXXX AND DFCI MAKE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER CONCERNING THE PATENT RIGHTS AND COMPOUNDS AND MATERIALSASSUMED LIABILITIES, BUSINESS ASSETS, OR THE BUSINESS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES ORAL, OR WRITTEN, AND SELLER HEREBY SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY, MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. WITH RESPECT TO THE SELLER'S REPRESENTATIONS AND WARRANTIES WHICH ARE CONTAINED IN THIS AGREEMENT, NONINFRINGEMENT, VALIDITY THE SELLER SHALL ONLY BE LIABLE TO THE PURCHASER FOR DAMAGES TO THE EXTENT CAUSED SOLELY AND DIRECTLY BY SELLER'S BREACH OF PATENT RIGHTS CLAIMS, WHETHER ISSUED ANY SUCH REPRESENTATIONS OR PENDING, AND THE ABSENCE WARRANTIES (OTHER THAN DAMAGES AS A RESULT OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLEFRAUD). 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 SELLER BE LIABLE FOR INCIDENTAL CONSEQUENTIAL, INCIDENTAL, OR CONSEQUENTIAL SPECIAL DAMAGES ARISING, DIRECTLY OR INDIRECTLY, FROM ANY SUCH BREACH OR OTHERWISE, AND IN ANY EVENT, SELLER'S CUMULATIVE LIABILITY TO PURCHASER FOR BREACH OF REPRESENTATIONS OR WARRANTY OR OTHER CLAIMS SHALL BE LIMITED IN THE AGGREGATE TO PROVEN COMPENSATORY DAMAGES, NOT TO EXCEED THE PURCHASE PRICE (AS FINALLY DETERMINED AND ADJUSTED), PROVIDED, THAT IF AT THE TIME OF SUCH BREACH PURCHASER IS IN DEFAULT UNDER ANY DEBT, OBLIGATION, OR ASSUMED LIABILITY ASSUMED HEREUNDER, THEN THE AFORESAID LIMITATION ON LIABILITY SHALL BE THE FINAL PURCHASE PRICE LESS THE REMAINING PRINCIPAL AMOUNT OF ANY KINDSUCH ASSUMED DEBT, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER XXXXXXXXX OR DFCI SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOWOBLIGATION, OR ASSUMED LIABILITY IN FACT SHALL KNOW RESPECT OF THE POSSIBILITY OF THE FOREGOINGWHICH PURCHASER IS IN DEFAULT.

Limitation on Representations and Warranties. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENTAGREEMENT OR IN THE SELLER DOCUMENTS, XXXXXXXXX AND DFCI MAKE NO REPRESENTATIONS NEITHER SELLER, STARWOOD, MANAGER, EMPLOYER OR WARRANTIES ANY OF THEIR AFFILIATES, NOR ANY KIND CONCERNING OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, NOR ANY PERSON PURPORTING TO REPRESENT ANY OF THE PATENT RIGHTS AND COMPOUNDS AND MATERIALSFOREGOING, HAVE MADE ANY REPRESENTATION, WARRANTY, GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH RESPECT TO THE PROPERTY OR THE BUSINESS, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION WARRANTIES LIMITATION, ANY WARRANTY OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENTOR ANY REPRESENTATION OR WARRANTY AS TO (A) THE CONDITION, VALIDITY SAFETY, QUANTITY, QUALITY, USE, OCCUPANCY OR OPERATION OF PATENT RIGHTS CLAIMSTHE PROPERTY, WHETHER ISSUED (B) THE PAST, PRESENT OR PENDINGFUTURE REVENUES OR EXPENSES WITH RESPECT TO THE PROPERTY OR THE BUSINESS, AND (C) THE ABSENCE COMPLIANCE OF LATENT THE PROPERTY OR THE BUSINESS WITH ANY ZONING REQUIREMENTS, BUILDING CODES OR OTHER DEFECTSAPPLICABLE LAW, WHETHER OR NOT DISCOVERABLE. SpecificallyINCLUDING, and not to limit the foregoingWITHOUT LIMITATION, XXXXXXXXX and DFCI make no warranty or representation THE AMERICANS WITH DISABILITIES ACT OF 1990, (iD) 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 THE ACCURACY OF ANY KIND, INCLUDING ECONOMIC DAMAGES ENVIRONMENTAL REPORTS OR INJURY OTHER DATA OR INFORMATION SET FORTH IN THE SELLER DUE DILIGENCE MATERIALS PROVIDED TO PROPERTY AND LOST PROFITS, REGARDLESS PURCHASER WHICH WERE PREPARED FOR OR ON BEHALF OF WHETHER XXXXXXXXX OR DFCI SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOWSELLER, OR IN FACT SHALL KNOW OF (E) ANY OTHER MATTER RELATING TO SELLER, THE POSSIBILITY OF PROPERTY OR THE FOREGOINGBUSINESS.