Common use of Disclaimer of Other Representations and Warranties Clause in Contracts

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this Article III, the Seller makes no representations or warranties, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Assets), liabilities or operations, including without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Purchaser hereby acknowledges and agrees that, except to the extent specifically set forth in this Article III, the Purchaser is purchasing the Assets on an “as-is, where-is basis.” Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Assets and none shall be implied, at law or in equity.

Appears in 2 contracts

Samples: Asset Purchase and Indemnity Agreement (RG America, Inc.), Asset Purchase and Indemnity Agreement (Home Solutions of America Inc)

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Disclaimer of Other Representations and Warranties. Except as expressly set forth in this Article IIIV, the Seller makes Sellers make no representations representation or warrantieswarranty, express or implied, at law or in equity, in respect of any of its their assets (including, without limitation, the Purchased Assets), liabilities or operations, including including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Purchaser Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this Article IIIV, the Purchaser Buyer is purchasing the Assets on an "as-is, where-is is" basis.” . Without limiting the generality of the foregoing, the Seller makes Sellers make no representation or warranty regarding any assets other than the Assets Purchased Assets, and none shall be implied, implied at law or in equity.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Teligent Inc), Asset Purchase Agreement (Teligent Inc)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this Article IIIIV, the Seller makes no representations representation or warrantieswarranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Transferred Assets), liabilities or operations, including without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Purchaser hereby acknowledges and agrees that, except to the extent specifically set forth in this Article IIIIV, the Purchaser is purchasing the Transferred Assets on an "as-is, where-is is" basis.” . Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Transferred Assets or any liabilities other than the Assumed Liabilities, and none shall be implied, implied at law or in equity.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Intelliquest Information Group Inc), Asset Purchase Agreement (Naviant Inc)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this Article IIIss.3, the Seller makes no representations representation or warrantieswarranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Acquired Assets), liabilities or operations, including including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Purchaser Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this Article IIIss.3, the Purchaser Buyer is purchasing the Acquired Assets on an "as-is, where-is is" basis.” . Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed Liabilities, and none shall be implied, implied at law or in equity.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pacific Gateway Exchange Inc), Asset Purchase Agreement (Pacific Gateway Exchange Inc)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this Article IIISection 5, the Seller makes Sellers make no representations representation or warrantieswarranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Acquired Assets), liabilities or operations, including without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Purchaser Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this Article IIISection 5 or otherwise in this Agreement, the Purchaser Buyer is purchasing the Acquired Assets on an "as-is, where-is is" basis.” . Without limiting the generality of the foregoing, the Seller makes Sellers make no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed Liabilities, and none shall be implied, implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vista Eyecare Inc)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this Article IIIV, the Seller makes no representations representation or warrantieswarranty, express or implied, at law or in equity, in respect of any of its assets (including, including without limitation, the Acquired Assets), liabilities liabilities, or operations, including including, without limitation, with respect to the merchantability or fitness for of any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Purchaser Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this Article IIIV, the Purchaser Buyer is purchasing the Acquired Assets on an “as-is, where-is is” basis.” . Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets asset other than the Acquired Assets or any liability other than the Assumed Liabilities, and none shall be implied, implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Celera CORP)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this Article IIIV, the Seller makes no representations representation or warrantieswarranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Purchased Assets), liabilities or operations, including including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Purchaser Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this Article IIIV, the Purchaser Buyer is purchasing the Assets on an "as-is, where-is where- is" basis.” . Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Assets Purchased Assets, and none shall be implied, implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Teligent Inc)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this Article III§3, the Seller makes no representations representation or warrantieswarranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Acquired Assets), liabilities or operations, including including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Purchaser Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this Article III§3, the Purchaser Buyer is purchasing the Acquired Assets on an ‘‘as-is, where-is is’’ basis.” . Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed Liabilities, and none shall be implied, implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cambium Learning Group, Inc.)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this Article IIIIV, the Seller makes no representations representation or warrantieswarranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Assets), liabilities or operations, including including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Purchaser Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this Article IIIIV, the Purchaser Buyer is purchasing the Assets on an "as-is, where-is is" basis.” . Without limiting the generality of the foregoing, the except as may be set forth in this Article IV, Seller makes no representation or warranty regarding any assets other than the Assets or any liabilities other than the Assumed Liabilities, and none shall be implied, implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Epazz Inc)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this Article IIISection 3, the Seller makes no representations representation or warrantieswarranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Acquired Assets), liabilities or operations, including including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Purchaser Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this Article IIISection 3, the Purchaser Buyer is purchasing the Acquired Assets on an "as-is, where-is is" basis.” . Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed Liabilities, and none shall be implied, implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aris Corp/)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this Article IIISection 4, the Seller makes and Parent make no representations representation or warrantieswarranty, express or implied, at law or in equity, in with respect of to any of its Seller’s assets (including, including without limitation, limitation the Purchased Assets), liabilities or operations, including without limitation, limitation with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Purchaser Buyer hereby acknowledges and agrees that, except to the extent specifically as expressly set forth in this Article IIISection 4, the Purchaser Buyer is purchasing the Purchased Assets on an “as-as is, where-is is” basis.” . Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Purchased Assets or any liabilities, and none shall be implied, implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lenox Group Inc)

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Disclaimer of Other Representations and Warranties. Except as expressly set forth in this Article IIISection 5, the Seller makes no representations representation or warrantieswarranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Assets), liabilities or operations, including including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Purchaser hereby acknowledges and agrees that, except to the extent specifically set forth in this Article IIISection 5, the Purchaser is purchasing the Assets on an ‘‘as-is, where-is is’’ basis.” . Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Assets or any liabilities other than the Assumed Liabilities, and none shall be implied, implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (UniTek Global Services, Inc.)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this Article IV and in Article III, none of the Seller Sellers makes no representations any representation or warrantieswarranty, express or implied, at law or in equity, in respect of itself, the Acquired Assets, or any of its assets (includingother assets, without limitation, the Assets), liabilities Liabilities or operations, including without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Purchaser Buyers hereby acknowledges acknowledge and agrees agree that, except to the extent specifically set forth in this Article IIIIV, the Purchaser is Buyers are purchasing the Acquired Assets on an “as-is, where-is is” basis.” . Without limiting the generality of the foregoing, the Seller makes Sellers make no representation or warranty regarding any assets other than the Acquired Assets or any Liabilities other than the Assumed Liabilities, and none shall be implied, implied at law or in equity.

Appears in 1 contract

Samples: Purchase Agreement (Capmark Finance Inc.)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this Article III§3, the Seller makes no representations representation or warrantieswarranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Acquired Assets), liabilities or operations, including including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Purchaser Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this Article III§3, the Purchaser Buyer is purchasing the Acquired Assets on an “as-is, where-is is” basis.” . Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed Liabilities, and none shall be implied, implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Culp Inc)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this Article III4, Seller and the Seller makes Shareholders make no representations representation or warrantieswarranty, express or implied, at law or in equity, equity in respect of any of its Seller's assets (including, including without limitation, the Assets), liabilities or operations, including without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Purchaser hereby acknowledges and agrees that, except to the extent specifically set forth in this Article III4, the Purchaser is purchasing the Assets on an "as-is, where-is is" basis.” . Without limiting the generality of the foregoing, except as expressly set forth herein, Seller and the Seller makes Shareholders make no representation or warranty regarding any assets other than the Assets or any liabilities other than the Assumed Obligations and none shall be implied, implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this Article Section III, the Seller makes no representations representation or warrantieswarranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Acquired Assets), liabilities or operations, including including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Purchaser Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this Article Section III, the Purchaser Buyer is purchasing the Acquired Assets on an "as-is, where-is is" basis.” . Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed Liabilities, and none shall be implied, implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (First Intercontinental Technology, Inc.)

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this Article III, the Seller makes no representations representation or warrantieswarranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Purchased Assets), liabilities or operations, including including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. The Purchaser Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this Article III, the Purchaser Buyer is purchasing the Purchased Assets on an “as-is, where-is is” basis.” . Without limiting the generality of the foregoing, the Seller makes no representation or warranty regarding any assets other than the Purchased Assets or any liabilities other than the Assumed Liabilities, and none shall be implied, implied at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Surge Holdings, Inc.)

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