Limitation of Representations Sample Clauses
Limitation of Representations. Anything to the contrary herein notwithstanding the Purchaser makes no representations or warranties with regard to any laws, rules or regulation except with respect to the United States and its subdivisions and the jurisdiction of its formation.
Limitation of Representations. Sellers make no express or implied representations or warranties in this ▇▇▇▇ of Sale of any kind whatsoever with respect to the Assets. This ▇▇▇▇ of Sale in no way defeats, limits, alters, impairs, enhances or enlarges any right, obligation, claim or remedy under the Asset Purchase Agreement, including any rights the parties hereto may have under the representations, warranties and indemnities set forth therein.
Limitation of Representations. Except for the representations and warranties contained in this Article 2, (a) neither Seller nor any other person has made any representation or warranty, express or implied, at law or in equity, on behalf of either of Seller or its representatives regarding the Website, the Purchased Assets or the Website business (or the value of any of them) or the transactions contemplated by this Agreement and (b) Seller hereby disclaims any such representation or warranty, notwithstanding the delivery or disclosure to Internet Brands, its representatives or any other person of any information, documentation or other materials. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 2, THE PURCHASED ASSETS, THE ASSUMED LIABILITIES AND THE WEBSITE BUSINESS ARE TRANSFERRED “AS IS,” “WHERE IS” AND, SUBJECT TO THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 2, WITH ALL FAULTS AND WITHOUT ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, AND IN PARTICULAR, WITHOUT ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, VALUE, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE OR WARRANTY REGARDING THE USE OF ANY OF THE PURCHASED ASSETS, OR THAT THEIR AVAILABILITY SHALL BE UNINTERRUPTED, THAT THEY SHALL BE ERROR FREE OR THAT CERTAIN RESULTS MAY BE OBTAINED FROM THEIR USE, OR THAT THE PURCHASED ASSETS SHALL CONFORM TO ANY DESCRIPTION THEREOF PROVIDED BY SELLER.
Limitation of Representations. Nothing in this Agreement shall be construed as:
(a) a representation or warranty of UCONN as to the validity or scope of Patent Rights in the Intellectual Property or any claim thereof; or
(b) a representation or warranty that any Product is or will be free from infringement of rights of third parties; or
(c) conferring by implication, estoppel or otherwise, any license or rights under any patents of UCONN other than the rights granted herein to the Intellectual Property.
Limitation of Representations. Nothing in this Agreement shall be construed as (i) a warranty or representation by PE as to the validity or scope of any Patent Rights or that any Licensed Product or any process practiced under any license or sublicense granted in this Agreement does not infringe any patents of third persons; or (ii) a requirement that PE file any patent application, secure any patent, maintain any patent in force, or bring or prosecute actions or suits against third parties for infringement of any patent; or (iii) granting by implication, estoppel, or otherwise any license other than that specifically granted herein.
Limitation of Representations. Nothing in this Agreement shall be construed as (i) a warranty or representation by PE that any Licensed Product or any process practiced under the Quantech License does not infringe any patents of third persons; or (ii) a requirement that PE file any patent application, secure any patent, maintain any patent in force, or bring or prosecute actions or suits against third parties for infringement of any patent; or (iii) granting by implication, estoppel, or otherwise any license other than that specifically granted herein.
Limitation of Representations. Should this Agreement be terminated with respect to any country in the Territory pursuant to Section 7.6.1, the representations and warranties of Section 17.2.4 shall also immediately terminate with respect to such country as of the date of termination of services to that country.
Limitation of Representations. Nothing in this Agreement shall be construed as:
(a) a warranty or representation by the Sublicensor as to the validity or scope of any of the Technology and in the event of any invalidation, failure to issue, legal result or action by or against the Sublicensor (whether successful or not), or other similar issue relating to the Technology, the Sublicensee’s obligation to make any payments hereunder, whether already made, or to be made in the future, shall not be affected, terminated or reduced, except to the extent that the determination that any of the Technology is invalid results in products manufactured and sold and or services provided the Sublicensee ceasing to fall within the scope of this Agreement, however, in any such event the Sublicensor shall not have any obligation to refund to the Sublicensee any payments made prior to the date the applicable Technology is determined to be unenforceable;
(b) a warranty or representation by the Sublicensor that any manufacture, use, sale or other disposition of any products or provision of any services by the Sublicensee through the use of any or all of the Technology hereunder will be free from infringement of third party intellectual property, including third party patents, trademarks, utility models and design patents, as well as applications therefor, reexaminations, reissues, continuations, divisions, continuations-in-part and extensions thereof, in all countries of the world;
(c) an Agreement by the Sublicensor to bring or prosecute actions or suits against third parties for infringement or conferring on the Sublicensee any right to bring or prosecute actions or suits against third parties for infringement;
(d) conferring any right to the Sublicensee to use, in advertising, publicity, or otherwise, any of the Technology which is outside the scope of this Agreement; or
(e) conferring by implication, estoppel or otherwise, upon the Sublicensee hereunder, any license, right or privilege in and to the Technology, in any country of the world, except the licenses, rights and privileges expressly granted hereunder.
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Limitation of Representations. THE FACILITY AND ANY OTHER RIGHTS SUBJECT TO THE RIGHT TO PURCHASE WILL BE CONVEYED, QUITCLAIMED OR RELEASED "AS IS" AND "WHERE IS", AND SPLC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO OR WITH RESPECT TO ITS RIGHT, TITLE AND INTEREST THEREIN OR WITH RESPECT TO THE VALUE, MERCHANTABILITY, COMPLIANCE WITH SPECIFICATIONS, CONDITION, DESIGN, OPERATION, FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT, ABSENCE OF LATENT DEFECTS, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR USE OF THE PLANT OR ANY PART THEREOF, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH PROPERTY OR ANY PART THEREOF, except that SPLC has received and presently has whatever right, title and interest in and to the Facility and each and every item of the Facility and other rights described above as was conveyed to it, and SPLC has not made any prior sale, assignment, or transfer of such right, title and interest in and to any item of the Facility to any person, firm or corporation; and SPLC's right, title and interest therein are free and clear of all claims, liens, encumbrances of any kind whatsoever arising by, through or under SPLC.