Except for the foregoing representations and warranties, this Agreement and the Assignment is made by Seller without recourse, representation or warranty of any nature or kind, express or implied, and Seller specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future with respect to the Warrant, any portion thereof, or any instruments evidencing the same, including, without limitation: (a) the validity, effectiveness or enforceability of the Warrant, any portion thereof, or any instruments evidencing the same as a result of entry of the Judgment; (b) the existence of, or basis for, any claim, counterclaim, defense or offset relating to the Warrant, any portion thereof, or any instruments evidencing the same; and (c) the financial condition of the Company or the ability of the Company to pay or perform its obligations under the Warrant, any portion thereof, or any instruments evidencing the same.