Common use of Specific Disclaimer Clause in Contracts

Specific Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE SELLER AGREEMENTS, SELLER SHALL NOT BE DEEMED TO HAVE MADE TO PURCHASER OR PARENT ANY REPRESENTATION OR WARRANTY OTHER THAN IS EXPRESSLY MADE BY SELLER IN SECTION 6 OF THIS AGREEMENT (AS SUCH REPRESENTATIONS AND WARRANTIES HAVE BEEN QUALIFIED BY THE DISCLOSURE SCHEDULE). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND NOTWITHSTANDING ANY OTHERWISE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN SECTION 6 OF THIS AGREEMENT (AS SUCH REPRESENTATIONS AND WARRANTIES HAVE BEEN QUALIFIED BY THE DISCLOSURE SCHEDULE) OR OTHERWISE IN THE SELLER AGREEMENTS, SELLER DOES NOT MAKE AND HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY TO PURCHASER OR PARENT WITH RESPECT TO: (a) ANY PROJECTIONS, ESTIMATES OR BUDGETS HERETOFORE DELIVERED OR MADE AVAILABLE TO PURCHASER OR PARENT REGARDING FUTURE REVENUES, EXPENSES OR EXPENDITURES OR RESULTS OF FUTURE OPERATIONS OF THE ACQUIRED BUSINESS; (b) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO PURCHASER OR PARENT OR THEIR COUNSEL, ADVISORS OR ACCOUNTANTS WITH RESPECT TO SELLER OR THE ACQUIRED BUSINESS, EXCEPT AS EXPRESSLY COVERED BY A REPRESENTATION IN SECTION 6 OF THIS AGREEMENT (AS SUCH REPRESENTATIONS AND WARRANTIES HAVE BEEN QUALIFIED BY THE DISCLOSURE SCHEDULE); (c) ANY PROPOSED PRODUCTS OF THE ACQUIRED BUSINESS (PROVIDED THIS SECTION 7.2(c) SHALL NOT IN ANY RESPECT LIMIT OR MODIFY THE EXPRESS REPRESENTATIONS AND WARRANTIES IN SECTION 6.14(f)); (d) THE CONDITION OF ANY PERSONAL PROPERTY (INCLUDING ANY INVENTORY); (e) THE COLLECTABILITY OF ANY RECEIVABLES; (f) THE ASSIGNABILITY OF EITHER (i) ANY CONTRACTS WITH CUSTOMERS OF THE ACQUIRED BUSINESS (PROVIDED THAT THIS SECTION 7.2(f) SHALL NOT IN ANY RESPECT LIMIT OR MODIFY THE EXPRESS REPRESENTATIONS AND WARRANTIES IN SECTION 6.12(h)), OR (ii) ANY CONTRACTS WHICH CONTAIN COVENANTS OR AGREEMENTS NOT TO COMPETE OR COVENANTS OR AGREEMENTS NOT TO DISCLOSE INFORMATION; OR (g) WHETHER ANY SELLER DISTRIBUTED SOFTWARE, SELLER INTERNAL USE SOFTWARE, THIRD PARTY DISTRIBUTED SOFTWARE, THIRD PARTY INTERNAL USE SOFTWARE, OR ANY HARDWARE, SOFTWARE, OR DATA OWNED, LEASED, LICENSED, DISTRIBUTED OR USED BY OR IN CONNECTION WITH THE ACQUIRED BUSINESS: (i) IS OR WILL BE "MILLENNIUM COMPLIANT", "YEAR 2000 COMPLIANT", OR "YEAR 2000 QUALIFIED" OR OTHERWISE WILL PROCESS, FUNCTION, ACCEPT, STORE, DISPLAY OR OPERATE WITHOUT ERROR OR INTERRUPTION IN RESPECT OF DATES BEFORE OR AFTER JANUARY 1, 2000 (PROVIDED THAT THIS SECTION 7.2(g) SHALL NOT IN ANY RESPECT LIMIT OR MODIFY THE EXPRESS REPRESENTATIONS AND WARRANTIES IN SECTION 6.14(f)); OR (ii) OPERATES OR WILL OPERATE CONTINUOUSLY AND/OR WITHOUT ERROR (INCLUDING WHEN INCORPORATED WITH ANY OTHER PRODUCTS PROVIDED BY SELLER OR ANY OTHER PERSON AS PART OF AN INTEGRATED SYSTEM).

Appears in 1 contract

Sources: Asset Purchase Agreement (Reynolds & Reynolds Co)

Specific Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE SELLER AGREEMENTS, SELLER SHALL NOT BE DEEMED TO HAVE MADE TO PURCHASER OR PARENT ANY REPRESENTATION OR WARRANTY OTHER THAN IS EXPRESSLY MADE BY SELLER IN SECTION 6 OF THIS AGREEMENT (AS SUCH REPRESENTATIONS AND WARRANTIES HAVE BEEN QUALIFIED BY THE DISCLOSURE SCHEDULE). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND NOTWITHSTANDING ANY OTHERWISE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN SECTION 6 OF THIS AGREEMENT (AS SUCH REPRESENTATIONS AND WARRANTIES HAVE BEEN QUALIFIED BY THE DISCLOSURE SCHEDULE) OR OTHERWISE IN THE SELLER AGREEMENTS, SELLER DOES NOT MAKE AND HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY TO PURCHASER OR PARENT WITH RESPECT TO: (a) ANY PROJECTIONS, ESTIMATES OR BUDGETS HERETOFORE DELIVERED OR MADE AVAILABLE TO PURCHASER OR PARENT REGARDING FUTURE REVENUES, EXPENSES OR EXPENDITURES OR RESULTS OF FUTURE OPERATIONS OF THE ACQUIRED BUSINESS; ; (b) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO PURCHASER OR PARENT OR THEIR COUNSEL, ADVISORS OR ACCOUNTANTS WITH RESPECT TO SELLER OR THE ACQUIRED BUSINESS, EXCEPT AS EXPRESSLY COVERED BY A REPRESENTATION IN SECTION 6 OF THIS AGREEMENT (AS SUCH REPRESENTATIONS AND WARRANTIES HAVE BEEN QUALIFIED BY THE DISCLOSURE SCHEDULE); ; (c) ANY PROPOSED PRODUCTS OF THE ACQUIRED BUSINESS (PROVIDED THIS SECTION 7.2(c) SHALL NOT IN ANY RESPECT LIMIT OR MODIFY THE EXPRESS REPRESENTATIONS AND WARRANTIES IN SECTION 6.14(f)); ; (d) THE CONDITION OF ANY PERSONAL PROPERTY (INCLUDING ANY INVENTORY); (e) THE COLLECTABILITY OF ANY RECEIVABLES; (f) THE ASSIGNABILITY OF EITHER (i) ANY CONTRACTS WITH CUSTOMERS OF THE ACQUIRED BUSINESS (PROVIDED THAT THIS SECTION 7.2(f) SHALL NOT IN ANY RESPECT LIMIT OR MODIFY THE EXPRESS REPRESENTATIONS AND WARRANTIES IN SECTION 6.12(h)), OR (ii) ANY CONTRACTS WHICH CONTAIN COVENANTS OR AGREEMENTS NOT TO COMPETE OR COVENANTS OR AGREEMENTS NOT TO DISCLOSE INFORMATION; OR (g) WHETHER ANY SELLER DISTRIBUTED SOFTWARE, SELLER INTERNAL USE SOFTWARE, THIRD PARTY DISTRIBUTED SOFTWARE, THIRD PARTY INTERNAL USE SOFTWARE, OR ANY HARDWARE, SOFTWARE, OR DATA OWNED, LEASED, LICENSED, DISTRIBUTED OR USED BY OR IN CONNECTION WITH THE ACQUIRED BUSINESS: (i) IS OR WILL BE "MILLENNIUM COMPLIANT", "YEAR 2000 COMPLIANT", OR "YEAR 2000 QUALIFIED" OR OTHERWISE WILL PROCESS, FUNCTION, ACCEPT, STORE, DISPLAY OR OPERATE WITHOUT ERROR OR INTERRUPTION IN RESPECT OF DATES BEFORE OR AFTER JANUARY 1, 2000 (PROVIDED THAT THIS SECTION 7.2(g) SHALL NOT IN ANY RESPECT LIMIT OR MODIFY THE EXPRESS REPRESENTATIONS AND WARRANTIES IN SECTION 6.14(f)); OR (ii) OPERATES OR WILL OPERATE CONTINUOUSLY AND/OR WITHOUT ERROR (INCLUDING WHEN INCORPORATED WITH ANY OTHER PRODUCTS PROVIDED BY SELLER OR ANY OTHER PERSON AS PART OF AN INTEGRATED SYSTEM).

Appears in 1 contract

Sources: Asset Purchase Agreement (Infocure Corp)