Common use of No Representations and Warranties Clause in Contracts

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. The Generico Parties understand and agree that, except 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 Operating Agreement, TSC does not represent or document contemplated by any of the Transaction Agreements representing or warranting to warrant in any way (ai) as to the value or freedom from encumbrance of, or any other matter concerning, any Generico of the Transferred Assets or (bii) as to the legal sufficiency to convey title to any Generico of the Transferred Assets of on the execution, delivery and filing of the instruments relating to the conveyance of title theretoConveyancing Instruments. ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN "AS IS, it being agreed WHERE IS" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY, TITLE, VALUE, FREEDOM FROM ENCUMBRANCE OR ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, and understood that all the Generico Assets are being transferred “as is, where is” and that the Generico Parties eLoyalty shall bear the economic and legal risk risks that any conveyances of such Assets assets shall prove to be insufficient or that the Generico Parties’ eLoyalty's title to any such Assets assets shall be other than good and marketable and free from of encumbrances. Similarly, the Generico Parties understand and agree that the Alpha Parties are not, Except as expressly set forth in this Agreement, any Transaction Agreement or in any other agreement or document contemplated by any Transaction Operating Agreement, including any Conveyancing and Assumption Instrument, representing TSC does not represent or warranting in any way warrant that the obtaining of the Consents consents or approvals, the execution and delivery of instruments and documents any amendatory agreements 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 applicable laws or judgments, it being agreed and understood that the Generico Parties and the Alpha Parties and, subject to Section 7.4, eLoyalty shall bear the economic and legal risk that any necessary Consents consents or approvals are not obtained or that any requirements of Applicable Law law or judgments are not complied with as set forth in Section 3.01(j)with. Notwithstanding the foregoing, the Parties shall fully cooperate and use reasonable efforts to obtain all consents and enter into all amendatory agreements and to make all filings and applications that may be required for the consummation of the transactions contemplated by this Agreement.

No Representations and Warranties. The Generico Parties understand Sublessee acknowledges that Sublessor would not sublease the Premises except on an “as is” basis (apart from Sublessor’s Work), and agree agrees that: (i) subject to Sections 2.2 and 2.6 above, Sublessee accepts the Premises “as is” and with all faults; (ii) neither Sublessor nor any of its officers, agents, employees or representatives has made any representations or warranties of any kind or nature, whether express or implied, with respect to the Premises or the balance of the Project, or any of the matters relating thereto (including without limitation the matters referred to in Section 3.1 above), except as otherwise expressly set forth herein provided in this Sublease; (including Section 4.03)iii) Sublessor has no duty to make any disclosures concerning the condition of the Premises or the balance of the Project and/or the fitness of the Premises for Sublessee’s intended use, and Sublessee expressly waives any duty which Sublessor might have to make any such disclosures, except as otherwise expressly provided in this Sublease; (iv) Sublessee is relying on Sublessee’s own familiarity with the Premises, the Alpha Parties are notBuilding, the Common Areas and the Land as described in Section 3.1, together with such further investigations as Sublessee has deemed appropriate, in this AgreementSublessee’s sole discretion; (v) except as otherwise provided in Section 2.2 above, neither Sublessor nor Master Lessor (except as expressly provided in the Master Lease) shall be required to perform any Transaction Agreement work of construction, alteration, repair or maintenance of or to the Premises or the balance of the Project; and (vi) in the event Sublessee subleases all or any Conveyancing and Assumption Instrument or in any other agreement or document contemplated by any portion of the Transaction Agreements representing Premises or warranting assigns its interest in this Sublease, Sublessee shall indemnify and defend Sublessor (in accordance with Section 17 below) for, from and against any matters which arise as a result of Sublessee’s failure to in disclose any way (a) as relevant information about the Premises to the value any subtenant or freedom from encumbrance ofassignee of Sublessee. If Sublessor obtains or has obtained or provides to Sublessee any services, opinions, or work product of surveyors, architects, soil engineers, environmental auditors, engineers, title insurance companies, governmental authorities or any other matter concerning, any Generico Assets person or (b) as entity with respect to the legal sufficiency to convey title Premises or the balance of the Project, Sublessee and Sublessor agree that Sublessor does so only for the convenience of the parties, Sublessor does not vouch for the accuracy or completeness of any such items and the reliance of Sublessee upon any such items shall not create or give rise to any Generico Assets liability of or against Sublessor; provided, however, that Sublessor does hereby represent that, to its current actual knowledge without independent investigation, none of the executionforegoing documents, delivery and filing of materials or reports provided by Sublessor to Sublessee concerning 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 Premises or the requirements of all Applicable Laws or judgments, it being agreed and understood Building contains any material inaccuracy that the Generico Parties and the Alpha Parties shall bear the economic and legal risk that any necessary Consents or approvals are has not obtained or that any requirements of Applicable Law are not complied with as set forth in Section 3.01(j)been disclosed to Sublessee.

No Representations and Warranties. The Generico Parties understand and agree that, except 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 Operating Agreement, TSC does not represent or document contemplated by any of the Transaction Agreements representing or warranting to warrant in any way (ai) as to the value or freedom from encumbrance of, or any other matter concerning, any Generico of the Transferred Assets or (bii) as to the legal sufficiency to convey title to any Generico of the Transferred Assets of on the execution, delivery and filing of the instruments relating to the conveyance of title theretoConveyancing Instruments. ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN "AS IS, it being agreed WHERE IS" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY, TITLE, VALUE, FREEDOM FROM ENCUMBRANCE OR ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, and understood that all the Generico Assets are being transferred “as is, where is” and that the Generico Parties eLoyalty shall bear the economic and legal risk risks that any conveyances of such Assets assets shall prove to be insufficient or that the Generico Parties’ eLoyalty's title to any such Assets assets shall be other than good and marketable and free from of encumbrances. Similarly, the Generico Parties understand and agree that the Alpha Parties are not, Except as expressly set forth in this Agreement, any Transaction Agreement or in any other agreement or document contemplated by any Transaction Operating Agreement, including any Conveyancing and Assumption Instrument, representing TSC does not represent or warranting in any way warrant that the obtaining of the Consents consents or approvals, the execution and delivery of instruments and documents any amendatory agreements 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 applicable laws or judgments, it being agreed and understood that the Generico Parties and the Alpha Parties and, subject to Section 7.4, eLoyalty shall bear the economic and legal risk that any ----------- necessary Consents consents or approvals are not obtained or that any requirements of Applicable Law law or judgments are not complied with as set forth in Section 3.01(j)with. Notwithstanding the foregoing, the Parties shall fully cooperate and use reasonable efforts to obtain all consents and approvals, to enter into all amendatory agreements and to make all filings and applications that may be required for the consummation of the transactions contemplated by this Agreement.

No Representations and Warranties. The Generico Parties understand Except as set forth in Section 12.14 and agree that, except as otherwise expressly set forth herein (including Section 4.03)provided in any Ancillary Agreement, each Party, on behalf of itself and the Alpha Parties are notmembers of its Group, acknowledges and agrees that no Party is, in this Agreement, in any Transaction Master Separation Agreement or any Conveyancing and Assumption Instrument or in any other agreement or document contemplated by this Master Separation Agreement (including the Asset Transfer Agreements and the Conveyancing and Assumption Instruments) or otherwise, making, and has not at any time made, any representations or warranties of the Transaction Agreements any kind, character or nature, express or implied, including representing or warranting to the other Parties or any member of their respective Groups in any way as to (a) the Businesses transferred or retained (including the prospects, financial and otherwise, thereof), (b) the Assets or Liabilities transferred or assumed (or those retained by PG&E) as to contemplated by this Master Separation Agreement, the Asset Transfer Agreements and the Conveyancing and Assumption Instruments or any such other agreement or document, (c) any Consents required in connection with such transfers or assumptions, (d) the value or freedom from encumbrance of, Security Interests of such Assets or as to any other matter concerning, concerning any Generico of such Assets or Liabilities, (be) as the absence of any defenses or right of set-off or freedom from counterclaim with respect to any claim or other of such Assets, including any account receivable, (f) the existence of any defenses or right of set-off or freedom from counterclaim with respect to any Liability, or (g) the legal sufficiency of any assignment, document or instrument delivered under this Master Separation Agreement or the Ancillary Agreements (including any Conveyancing and Assumption Instrument) to convey title to any Generico Assets Asset or any other thing of value upon the execution, delivery and or filing of the instruments relating thereof. Notwithstanding anything to the conveyance contrary expressly provided in the Conveyancing and Assumption Instruments and unless expressly provided in any Ancillary Agreement, all such Assets shall be transferred "AS IS, WHERE IS, WITH ALL FAULTS" (and in the case of title theretoreal property, it being agreed by means of quitclaim or similar form of deed) and, subject to Sections 6.01 and understood that all 6.04, and Article VIII, the Generico Party (or Subsidiary of a Party) to which any such Assets are being transferred “as is, where is” and that the Generico Parties shall bear the economic and legal risk risks that any conveyances of such Assets shall prove to be insufficient or that to vest in the Generico Parties’ title to any such Assets shall be other than transferee good and marketable title, free 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 clear 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)Security Interests.