No Representations and Warranties. No representations or warranties express or implied, of any kind with respect to the Confidential Information, including without limitation with respect to the suitability, accuracy or completeness of the same, exist under this Agreement. Any representations or warranties shall be made thereby, if at all, only in a separate definitive written agreement that may be entered into between the QCP and the PA. The Parties specifically acknowledge and agree that the PA and its Representatives shall not be liable to the QCP or its Representatives whether in contract, tort or otherwise for loss of profits, consequential, special or punitive damages, based on the accuracy of the Confidential Information, unless expressly set forth in a separate definite written agreement to the contrary.
No Representations and Warranties. The Generico Parties understand and agree that, except as expressly set forth herein (including Section 4.03), the Alpha Parties are not, in this Agreement, in any Transaction Agreement or any Conveyancing and Assumption Instrument or in any other agreement or document contemplated by any of the Transaction Agreements representing or warranting to in any way (a) as to the value or freedom from encumbrance of, or any other matter concerning, any Generico Assets or (b) as to the legal sufficiency to convey title to any Generico Assets of the execution, delivery and filing of the instruments relating to the conveyance of title thereto, it being agreed and understood that all the Generico Assets are being transferred “as is, where is” and that the Generico Parties shall bear the economic and legal risk that any conveyances of such Assets shall prove to be insufficient or that the Generico Parties’ title to any such Assets shall be other than good and marketable and free from encumbrances. Similarly, the Generico Parties understand and agree that the Alpha Parties are not, in this Agreement, any Transaction Agreement or in any other agreement or document contemplated by any Transaction Agreement, including any Conveyancing and Assumption Instrument, representing or warranting in any way that the obtaining of the Consents or approvals, the execution and delivery of instruments and documents and the making of the filings and applications contemplated by this Agreement or any other Transaction Agreement shall satisfy the provisions of all applicable agreements or the requirements of all Applicable Laws or judgments, it being agreed and understood that the Generico Parties and the Alpha Parties shall bear the economic and legal risk that any necessary Consents or approvals are not obtained or that any requirements of Applicable Law are not complied with as set forth in Section 3.01(j).
No Representations and Warranties. (a) EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN ANY ANCILLARY AGREEMENT, NEW BBX CAPITAL (ON BEHALF OF ITSELF AND MEMBERS OF THE NEW BBX CAPITAL GROUP) ACKNOWLEDGES THAT NEITHER PARENT NOR ANY MEMBER OF THE PARENT GROUP MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY HEREIN AS TO ANY MATTER WHATSOEVER, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO: (A) THE CONDITION OR THE VALUE OF ANY NEW BBX CAPITAL ASSET, THE NEW BBX CAPITAL BUSINESS OR THE AMOUNT OF ANY NEW BBX CAPITAL LIABILITY; (B) THE FREEDOM FROM ANY LIEN ON ANY NEW BBX CAPITAL ASSET; (C) THE ABSENCE OF DEFENSES OR FREEDOM FROM COUNTERCLAIMS WITH RESPECT TO ANY CLAIM TO BE TRANSFERRED TO OR ASSUMED BY NEW BBX CAPITAL OR HELD BY A MEMBER OF THE NEW BBX CAPITAL GROUP; OR (D) ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR TITLE. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN ANY ANCILLARY AGREEMENT, NEW BBX CAPITAL (ON BEHALF OF ITSELF AND MEMBERS OF THE NEW BBX CAPITAL GROUP) FURTHER ACKNOWLEDGES THAT ALL OTHER WARRANTIES THAT PARENT OR ANY MEMBER OF THE PARENT GROUP GAVE OR MIGHT HAVE GIVEN, OR WHICH MIGHT BE PROVIDED OR IMPLIED BY APPLICABLE LAW OR COMMERCIAL PRACTICE, ARE HEREBY EXPRESSLY EXCLUDED. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN ANY ANCILLARY AGREEMENT, ALL ASSETS, BUSINESSES AND LIABILITIES TO BE TRANSFERRED TO OR ASSUMED BY NEW BBX CAPITAL SHALL BE TRANSFERRED WITHOUT ANY COVENANT, REPRESENTATION OR WARRANTY (WHETHER EXPRESS OR IMPLIED), AND ALL OF THE ASSETS, BUSINESSES AND LIABILITIES HELD BY THE NEW BBX CAPITAL ENTITIES ARE HELD, “AS IS, WHERE IS,” AND, FROM AND AFTER THE EFFECTIVE TIME, NEW BBX CAPITAL SHALL BEAR THE ECONOMIC AND LEGAL RISK THAT ANY SUCH TRANSFER OR ASSUMPTION SHALL PROVE TO BE INSUFFICIENT TO VEST IN NEW BBX CAPITAL GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY LIEN OR ANY NECESSARY CONSENTS THAT ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS ARE NOT COMPLIED WITH (BUT SUBJECT TO COMPLIANCE BY PARENT WITH ITS OBLIGATIONS IN SECTIONS 2.1 AND 2.2). NONE OF THE PARENT ENTITIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE SPIN-OFF, OR EXECUTION, DELIVERY OR FILING OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
No Representations and Warranties. Each party acknowledges and agrees that:
No Representations and Warranties. Tenant acknowledges that neither Landlord nor any of its agents or representatives has made any oral or written representations or warranties concerning the Property of any nature whatsoever and that Tenant will be relying on its own independent investigation thereof.
No Representations and Warranties. LPS (on behalf of itself and each member of the LPS Group) acknowledges and agrees that, except as expressly set forth in this Agreement or any Ancillary Agreement, (a) neither FIS nor any member of the FIS Group is making any representations or warranties, express or implied, in this Agreement, any Ancillary Agreement or any other agreement contemplated hereby or thereby, as to the Transferred Business, including without limitation as to the title to such entities’ shares or other ownership interests or as to the assets, liabilities, business or financial condition of such entities (including the Subject Companies and the Other Assets), all such transfers being made on an “as-is, where-is” basis and (b) LPS and its Affiliates will bear the economic and legal risks that any conveyance will prove to be sufficient to vest in them good and marketable title, free and clear of any security interest, pledge, lien, charge, claim or other encumbrance of any nature whatsoever and that any consents or approvals, and that any requirements of laws or judgments, with respect to the transfer of the Transferred Business, have been received or met.
No Representations and Warranties. The EOS Tokens will be distributed to buyers thereof pursuant to the EOS Distribution Contract and the EOS Token Contract. None of the xxxxx.xxx Parties makes any representations or warranties, express or implied, including, without limitation, any warranties of title or implied warranties of merchantability or fitness for a particular purpose with respect to the EOS Distribution Contract, the EOS Token Contract or the EOS Tokens or their utility, or the ability of anyone to purchase or use the EOS Tokens. Without limiting the foregoing, none of the xxxxx.xxx Parties represent or warrant that the process of purchasing the EOS Tokens or receiving the EOS Tokens will be uninterrupted or error-free or that the EOS Tokens are reliable and error-free. As a result, Buyer acknowledges and understands that Buyer may never receive EOS Tokens and may lose the entire amount Buyer paid to Company. Buyer shall provide an accurate digital wallet address to Company for receipt of any EOS Tokens distributed to Buyer pursuant to the EOS Distribution Contract and the EOS Token Contract.
No Representations and Warranties. The AXU Tokens will be distributed to buyers thereof pursuant to the Argentas Distribution Contract and the AXU Token Contract. None of the Argentas Project Parties makes any representations or warranties, express or implied, including, without limitation, any warranties of title or implied warranties of merchantability or fitness for a particular purpose with respect to the Argentas Distribution Contract, the AXU Token Contract or the AXU Tokens or their utility, or the ability of anyone to purchase or use the AXU Tokens. Without limiting the foregoing, none of the Argentas Project Parties represent or warrant that the process of purchasing the AXU Tokens or receiving the AXU Tokens will be uninterrupted or error-free or that the AXU Tokens are reliable and error-free. As a result, Xxxxx acknowledges and understands that Buyer may never receive AXU Tokens and may lose the entire amount Buyer paid to Company. Buyer shall provide an accurate digital wallet address for receipt of any AXU Tokens distributed to Buyer pursuant to the Argentas Distribution Contract and the AXU Token Contract.
No Representations and Warranties. Neither Hxxxxx nor the Company make any representation or warranty, whether express or implied, in this Agreement with respect to the Assumed Contracts or the Assumed Liabilities. Nothing contained in this Section 5 shall limit any representation or warranty contained in the Formation Agreement or any Ancillary Agreement other than this Agreement.
No Representations and Warranties. The Executive acknowledges that in entering into this Agreement he has not relied on any representations or warranties about the subject matter of this Agreement except as provided in this Agreement.
