AS IS AND WHERE IS. Without limiting the generality of the immediately preceding sentence, the indemnified Parties hereby: (i) expressly disclaim and negate any representation or warranty, expressed or implied, at common law, by statute or otherwise, relating to: (a) the condition or sufficiency of any property or equipment acquired by the Bidder (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or the presence or absence of any hazardous materials in or on any of the acquired equipment or property) or (b) the existence of any required license, permit, or approval of any kind regarding the possession, use, or ownership of any equipment or property purchased by the Bidder; (ii) negates any rights of the Bidder under statues to claim redhibitory of consideration in any claims by the Bidder for damages because of diminution vices or defects, whether known or unknown, it being the intention of the indemnified parties and the Bidder that the equipment and property purchased by the Bidder are to be excepted by the Bidder in their present condition and state of repair.
AS IS AND WHERE IS. The Seller is selling the Purchased Assets and the Buyer is purchasing the Purchased Assets as-is and where-is. The Seller is making no warranties of any kind, including fitness or merchantability, with respect to the Purchased Assets.
AS IS AND WHERE IS. EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE II OR ARTICLE III OF THIS AGREEMENT, ALL OF THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES SHALL BE CONVEYED “AS IS” AND “WHERE IS” IN THEIR CONDITION ON THE CLOSING DATE, WITH ALL FAULTS ACCEPTED BY THE PURCHASERS, AND NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THOSE OF VALUE, DESIGN, OPERATION, PHYSICAL CONDITION, PERFORMANCE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, USE OR ANY PARTICULAR TRADE, SHALL EXTEND TO THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES, AND THE SELLERS HEREBY EXPRESSLY DISCLAIM ANY SUCH REPRESENTATIONS AND WARRANTIES. THE PURCHASERS ACKNOWLEDGE AND AGREE THAT THEY HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY SUCH REPRESENTATIONS OR WARRANTIES, AND HEREBY WAIVE AS AGAINST THE SELLERS ALL WARRANTIES OR REMEDIES OR LIABILITIES WITH RESPECT THERETO ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SELLERS HEREBY DISCLAIM, AND THE PURCHASERS HEREBY RELEASE THE SELLERS FROM AND WAIVE, ALL LIABILITIES (ACCRUED OR UNACCRUED, ABSOLUTE OR CONTINGENT, KNOWN OR UNKNOWN OR OTHERWISE) IN RESPECT OF THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES NOTWITHSTANDING THE STRICT LIABILITY OR NEGLIGENCE (INCLUDING GROSS NEGLIGENCE), WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE, OF THE SELLER OR WHETHER ASSERTED IN CONTRACT, IN WARRANTY, IN TORT, BY STATUTE OR OTHERWISE.
