No Representation or Warranties. Verigy (on behalf of itself and its Subsidiaries) acknowledges and agrees that, except as expressly set forth in this Agreement or any Ancillary Agreement, (a) neither Agilent nor any of its Subsidiaries is making any representations or warranties in this Agreement or any Ancillary Agreement, express or implied, as the condition, quality, merchantability or fitness of any Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses transferred pursuant to this Agreement, any Ancillary Agreement or any other agreement contemplated hereby or thereby, (b) all such Transferred Assets, Transferred Intellectual Property Rights, Business Technology and Transferred Licenses will be transferred on an "as is," "where is" based and (c) Verigy and its Affiliates will bear the economic and legal risks that any conveyance will prove to be insufficient 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.
Appears in 2 contracts
Sources: General Assignment and Assumption Agreement (Verigy Ltd.), General Assignment and Assumption Agreement (Verigy Pte. Ltd.)
No Representation or Warranties. Verigy (on behalf of itself and its Subsidiaries) acknowledges and agrees that, except as expressly set forth in this Agreement or any Ancillary Agreement, (a) neither Agilent nor any of its Subsidiaries is making any representations or warranties in this Agreement or any Ancillary Agreement, express or implied, as the condition, quality, merchantability or fitness of any Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses transferred pursuant to this Agreement, any Ancillary Agreement or any other agreement contemplated hereby or thereby, (b) all such Transferred Assets, Transferred Intellectual Property Rights, Business Technology and Transferred Licenses will be transferred on an "“as is," "” “where is" ” based and (c) Verigy and its Affiliates will bear the economic and legal risks that any conveyance will prove to be insufficient 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.
Appears in 1 contract
Sources: General Assignment and Assumption Agreement (Agilent Technologies Inc)