Approval of Property. The consummation of the purchase and sale of the Property pursuant to this Agreement shall be deemed Buyer’s acknowledgement that it has had an adequate opportunity to make such legal, factual and other inspections, inquiries and investigations as it deems necessary, desirable or appropriate with respect to the Property. Such inspections, inquiries and investigations of Buyer shall be deemed to include, but shall not be limited to, any leases and contracts pertaining to the Property, the physical components of all portions of the Property, the physical condition of the Property, such state of facts as an accurate survey, environmental report and inspection would show and the present and future zoning ordinance, ordinances and resolutions. Except as expressly provided in this Agreement and the Closing documents, Buyer shall not be entitled to and shall not rely upon, Seller or Seller’s agents with regard to, and Seller will not make any representation or warranty with respect to: (i) the quality, nature, adequacy or physical condition of the Property including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities or the electrical, mechanical, HVAC, plumbing, sewage or utility systems, facilities or appliances at the Property, if any; (ii) the quality, nature, adequacy or physical condition of soils or the existence of ground water at the Property; (iii) the existence, quality, nature, adequacy or physical condition of any utilities serving the Property; (iv) the development potential of the Property, its habitability or merchantability or the fitness, suitability or adequacy of the Property for any particular purpose; (v) the zoning or other legal status of the Property; (vi) the Property or its operations’ compliance with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions or restrictions of any governmental or quasi-governmental entity or of any other person or entity; (vii) the quality of any labor or materials relating in any way to the Property; or (viii) the condition of title to the Property or the nature, status and extent of any right-of-way, lease, right of redemption, possession, lien, encumbrance, license, reservation, covenant, condition, restriction or any other matter affecting the Property except as expressly set forth in this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE CLOSING DOCUMENTS, SELLER HAS NOT, DOES NOT AND WILL ...
Approval of Property. If Purchaser gives a Continuation Notice on or before the expiration of the Due Diligence Period, except as otherwise provided in this Section 10, Purchaser shall be deemed to have waived Feasibility Review and elected to continue this Contract and proceed as provided hereunder.
Approval of Property. If Purchaser gives a Continuation Notice on or before the expiration of the Due Diligence Period, except as otherwise provided in this Section 10, Purchaser shall be deemed to have approved the Property, the Development and the feasibility of Purchaser’s intended uses of the Lots (subject to the terms and conditions of Section 5 and Section 6 hereof). Such approval shall be deemed to include, but shall not be limited to, Purchaser’s approval of the following as to the Property:
(i) The ability of applicable utility companies to provide utility services to the Property, including the quality, sizing and cost of such services;
(ii) The soil and environmental conditions of the Property;
(iii) All Seller Documents delivered to Purchaser pursuant to this Contract;
(iv) All of the Permitted Exceptions;
(v) The financial condition and other factors relevant to the operation of the District;
(vi) Fitness for Purchaser’s intended use, accessibility of roads, and the condition and suitability for improvement and sale of the Lots, subject to Seller’s obligations under this Contract.
Approval of Property. By its execution of this Agreement Purchaser is hereby approving all aspects of the Property and electing to proceed with the purchase of the Property pursuant to the terms hereof, subject to all conditions to Closing otherwise specified herein.
Approval of Property. Buyer shall have approved in its sole discretion (i) the physical and environmental conditions of the Real Property, and (ii) the title condition of the Real Property in accordance with Section 3.3 above. The foregoing approvals shall be evidenced by Xxxxx’s delivery of a Waiver Notice to Seller, subject to any Title Report Updates as provided in Section 3.3 above.
Approval of Property. The consummation of the Merger pursuant to this Agreement shall be deemed Buyer’s acknowledgement that it has had an adequate opportunity to make such legal, factual and other inspections, inquiries and investigations as it deems necessary, desirable or appropriate with respect to the Property, Seller and/or the Company. Such inspections, inquiries and investigations of Buyer shall be deemed to include, but shall not be limited to, any leases and contracts pertaining to the Property, the physical components of all portions of the Property, the physical condition of the Property, such state of facts as an accurate survey, environmental report and inspection would show, the present and future zoning ordinance, ordinances, resolutions, and the minute books or comparable limited liability company records of the Company and
Approval of Property. The consummation of the purchase and sale of the Property pursuant to this Agreement shall be deemed Buyer’s acknowledgement that it has had an adequate opportunity to make such legal, factual and other inspections, inquiries and investigations as it deems necessary, desirable or appropriate with respect to the Property. Such inspections, inquiries and investigations of Buyer shall be deemed to include, but shall not be limited to, any leases and contracts pertaining to the Property, the physical components of all portions of the Property, the physical condition of the Property, such state of facts as an accurate survey, environmental report and inspection would show and the present and future zoning ordinance, ordinances and resolutions. Except as expressly provided in this Agreement and the Closing documents, Buyer shall not be entitled to and shall not rely upon, Seller or Seller’s agents with regard to, and Seller will not make any representation or warranty with respect to: (i) the quality, nature, adequacy or physical condition of the Property including, but not limited to, the structural elements,
Approval of Property. Purchaser hereby acknowledges and agrees that, with the sole exception of the Outstanding Inspection Item (as defined below), it has completed its review and inspection of the Property. Purchaser further acknowledges and agrees that, except for the Outstanding Inspection Item, it has approved all aspects of the Property and hereby waives its right to object (pursuant to Sections 3.2, 3.5, 3.6 or 4.3 of the Contract or otherwise) to any matter concerning the physical condition of the Property, the Property Contracts, the Leases, the Title Documents, the Survey or otherwise with respect to the Property. Purchaser agrees that Seller has made all required deliveries (including, without limitation, the Materials, the Title Documents and the Existing Survey) and performed all of Seller’s required obligations under the Contract through the date hereof. Purchaser agrees that, except for the Outstanding Inspection Item, Purchaser’s right to terminate the Contract is permanently waived, the Deposit is non-refundable (except as expressly set forth in the Contract or this First Amendment), and Purchaser’s obligation to purchase the Property is non-contingent and unconditional except only for satisfaction of the conditions expressly stated in Section 8.1 of the Contract.
Approval of Property. Limitations on Seller Representations and Warranties.
8.2.1 Except as may be specifically provided in Section 8.1 of this Agreement, Seller makes no representations or warranties as to the truth, accuracy, completeness, methodology of preparation or otherwise concerning any engineering or environmental reports, audits, the materials prepared by the Seller, or any other materials, data or other information whatsoever supplied to Buyer in connection with Buyer's inspection of the Property. It is the parties' express understanding and agreement that such materials are provided only for Buyer's convenience in making its own examination and determination prior to the expiration of the Inspection Period as to whether it wishes to purchase the Property, and, in doing so, Buyer shall rely exclusively on its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Except as may be specifically provided elsewhere in this Agreement, Buyer expressly disclaims any intent to rely on any such materials provided to it by Seller in connection with its inspection and agrees that it shall rely solely on its own independently developed or verified information. Except with respect to Seller's breach of any covenant, representation or warranty contained in this Agreement or in any documents delivered in connection with the closing of the transactions contemplated by this Agreement (collectively, the "Surviving Obligations") and except with respect to any fraudulent acts by Seller, Buyer hereby releases Seller and its agents, representatives, and employees from any and all claims, demands, and causes of action, past, present, and future that Buyer may have relating to (a) the condition of the Property at any time, before or after the Closing, including without limitation, the presence of any hazardous materials, or (b) any other matter pertaining to the Property. This release shall survive the Closing or the termination of this Agreement.
8.2.2 In the event of any breach by Seller of any of the preceding representations or warranties or any other breach by Seller of any other provision of this Agreement which is discovered prior to Closing, Buyer's sole remedy shall be to elect in writing to terminate this Agreement or waive such breach and proceed with the Closing. In the event of any breach by Seller of any of such representations or warranties or any other material breach by Seller of any other provision of this...
Approval of Property. The Acquiring Party may at any time on or before the Approval Date waive any or all of the conditions set forth in this Section 6 by giving written notice to the Conveying Party and Escrow Agent. In the event the Acquiring Party does not notify the Conveying Party prior to the end of the day on the Approval Date of the Acquiring Party’s election to terminate this Agreement, then the Acquiring Party shall be deemed to have accepted the property to be acquired and the Acquiring Party shall have no further right to terminate this Agreement pursuant to this Section 6.
