a third party to
Sellers or any of their Affiliates (including Insiders) that are material to the
operation of the Business as currently conducted by Sellers and their respective
Affiliates (including Insiders).
(c)
Except as set forth on Schedule 4.19(c),
there are no Contracts, licenses, permissions or other agreements pursuant to
which Sellers have granted any license or other right to use any such Sellers'
Intellectual Property. No claims have been asserted against Sellers by any
Person with respect to the ownership, validity, enforceability or use of any
such Intellectual Property, or challenging or questioning the validity or
effectiveness of any such Intellectual Property in any jurisdiction. To the
Knowledge of Sellers, (i) no Person is infringing upon the Intellectual Property
of Sellers and (ii) the operation of the Business and the use of the
Intellectual Property in the operation of the Business does not infringe upon or
misappropriate the rights of any Person.
4.20
Security Arrangements.
All of the bonds, letters of
credit and guarantees posted by Sellers or their respective Affiliates with
Governmental Authorities or Third Parties and relating to the Assets are
described on Schedule 4.20 (the "Security Arrangements").
4.21
Disclaimer.
EXCEPT FOR REPRESENTATIONS AND
WARRANTIES SET FORTH IN ARTICLE IV OF THIS AGREEMENT, SELLERS ARE NOT MAKING ANY
OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, AT COMMON LAW OR STATUTORY
LAW, EXPRESS OR IMPLIED, CONCERNING THE BUSINESS, ASSETS OR LIABILITIES OF
SELLERS. BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, SELLERS HAVE NOT MADE, AND SELLERS HEREBY EXPRESSLY DISCLAIM AND
NEGATE, AND BUYER HEREBY EXPRESSLY WAIVES ANY REPRESENTATION OR WARRANTY,
WRITTEN OR ORAL,
21
AT COMMON LAW OR STATUTORY LAW, EXPRESS OR IMPLIED, RELATING TO, AND BUYER
HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES
OF ACTION AGAINST SELLERS, THEIR AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES
IN CONNECTION WITH, (a) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY
INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO
BUYER AND ITS REPRESENTATIVES BY OR ON BEHALF OF SELLERS, (b) ANY ESTIMATES OF
THE VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (c) THE
MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF
THE ASSETS OR (d) SELLERS' TITLE TO ANY OF THE ASSETS. EXCEPT FOR
REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV OF THIS AGREEMENT,
SELLERS FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR
SAMPLES OF MATERIALS OF ANY OF THE ASSETS, IT BEING EXPRESSLY UNDERSTOOD AND
AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING THE ASSETS, IN
THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, "AS IS" AND "WHERE IS" WITH
ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS
BUYER DEEMS APPROPRIATE WITHOUT RELIANCE ON ANY REPRESENTATIONS AND WARRANTIES
DISCLAIMED AS SET FORTH ABOVE.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Sellers as of the