to such properties. Each Party shall also
maintain appropriate property, casualty and general liability insurance with
respect to any such space occupied or shared by Seller and Buyer, including
coverage for damage to or destruction of any personal property located on such
premises.
15. DISCLAIMER OF WARRANTIES.
15.1 EXCEPT WITH RESPECT TO ANY WARRANTIES AND REPRESENTATIONS SPECIFICALLY SET
FORTH IN THIS AGREEMENT, ALL SERVICES TO BE PERFORMED BY SELLER HEREUNDER ARE
PROVIDED ON AN "AS-IS" BASIS AND SELLER HEREBY DISCLAIMS ANY OTHER
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING
ANY REPRESENTATION AND WARRANTY AS TO SUCCESS, SUFFICIENCY OR COMPLETENESS OF
THE SERVICES TO BE PROVIDED HEREUNDER AND ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
OR QUALITY AS TO THE SERVICES OR WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY
DEFECTS THEREIN, WHETHER LATENT OR OTHERWISE.
15.2 ALL OF THE ASSETS AND INVENTORY THAT ARE TRANSITIONED TO BUYER UNDER THIS
AGREEMENT ARE TRANSFERRED "AS IS, WHERE IS," AND SELLER MAKES NO REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY, SUITABILITY,
NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR QUALITY AS TO SUCH
ASSETS, INVENTORY, OR ANY PART OR ITEM THEREOF, OR AS TO THE CONDITION, DESIGN,
OBSOLESCENCE, WORKING ORDER OR WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY
DEFECTS THEREIN, WHETHER LATENT OR OTHERWISE AND BUYER HAS RELIED ON ITS OWN
EXAMINATION THEREOF IN ELECTING TO ACQUIRE THE ASSETS AND INVENTORY ON THE TERMS
AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS AGREEMENT.
15.3 SELLER ASSUMES NO LIABILITY WHATSOEVER AND SELLER DISCLAIMS ANY EXPRESS OR
IMPLIED WARRANTY RELATING TO SALE AND/OR USE OF PRODUCTS, INCLUDING LIABILITY
AND/OR WARRANTIES RELATING TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,
AND INFRINGEMENT OF ANY PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT.
15.4 The Parties acknowledge and agree that the provisions of this Section 15
are not intended to modify the provisions of the Asset Purchase Agreement.
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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF
THIS DOCUMENT HAVE BEEN FILED WITH THE COMMISSION.
16. General Provisions.
16.1 Relationship of the Parties. Neither Party nor its employees are agents
or representatives of, nor have authority to bind, the other Party hereto by
contract or otherwise. Nothing contained in this Agreement shall be deemed or
construed to create a partnership or a joint venture between Seller and Buyer or
any of their Affiliates, or to cause either Party to be responsible in any way
for the debts or other obligations of any Party hereto or any other party or be
deemed affiliated with any other party. Each Party shall be responsible for the
acts of its employees, agents, independent contractors and vendors in connection
with providing or receiving, as applicable, the services described in this
Agreement.
16.2 Property Ownership. Each Party acknowledges that all items, including
without limitation, all machinery, equipment, and furniture owned by any other
Party or any of their Affiliates and used in connection with the services
hereunder shall remain the property of such Party or respective