As-Is Condition. a. Purchaser acknowledges and agrees that it will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the condition of the Property as of the date of this Agreement subject to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor their consultants nor agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition of the Land or Improvements, the presence or absence of asbestos, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter defined), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for contribution, cost recovery or otherwise, against Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.
Appears in 5 contracts
Samples: Sale Agreement (Balcor Pension Investors V), Sale Agreement (Balcor Pension Investors Iv), Sale Agreement (Balcor Pension Investors V)
As-Is Condition. a. Except for any representations or warranties provided by the Seller as set forth herein and any warranties of title contained in any of the deeds or the Lease Termination Agreement executed and delivered by Seller at Closing (the “Seller’s Warranties”), this sale is made and will be made without representation, covenant or warranty of any kind (whether express or implied) by Seller and Purchaser accepts the Property in its “AS IS” and “WHERE IS” condition with all faults and without any representation or warranty, all of which Seller hereby expressly disclaims, except for Seller’s Warranties. Seller makes no warranty or representation as to the fitness of the Property for any particular purpose, merchantability, design, quality, condition, operation or income, compliance with drawings or specifications, absence of defects, environmental conditions, absence of faults, flooding or compliance with laws and regulations, including, without limitation, those relating to health, safety and the environment. Purchaser acknowledges that Purchaser has entered into this Agreement as the Tenant in sole and agrees that it will be purchasing the Property based solely upon its inspection and investigations exclusive possession of the Property and that Purchaser will be purchasing with the Property "AS IS" intention of making and "WITH ALL FAULTS" based relying upon its own investigation of the condition physical, environmental, economic use, compliance and other legal conditions of the Property as of the date of this Agreement subject and that, other than Seller’s Warranties, Purchaser is not relying and will not later rely upon any representation and warranties made by Seller or anyone acting or claiming to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject act under Seller’s behalf pertaining to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing DateProperty. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor their consultants nor agents have made any other representations or warranties of any kind upon which Purchaser is relying as makes no warranty with respect to any matters concerning the Property, including, but not limited to, the condition of the Land or Improvements, the presence or absence of asbestos, toxic waste or any Hazardous Materials (as hereinafter defined) on, above or Hazardous Substances beneath the Property (or any parcel in proximity thereto) or in any water on or under the Property. Purchaser’s closing hereunder shall be deemed to constitute an express waiver of Purchaser’s right to cause Seller to be joined in any action brought under any Environmental Laws (as hereinafter defined), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for contribution, cost recovery or otherwise, against Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property. As used herein, the The term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.“
Appears in 4 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Old National Bancorp /In/), Purchase and Sale Agreement (Old National Bancorp /In/)
As-Is Condition. a. Purchaser acknowledges and agrees that it will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the condition of the Property as of the date of this Agreement Agreement, subject to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition of the Land land or Improvementsany improvements, the presence existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defined below), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or any fire codes or building codes. Except for any breach of the representations set forth in Paragraph b.vi. and vii., Purchaser hereby releases xxxeases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against Seller, whether in tort, contract, or otherwise, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property, or arising under the Environmental Laws (as such term is hereinafter defined), or relating in any way to the quality of the indoor or outdoor environment at the Property. This release shall survive the Closing. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.hazardous
Appears in 3 contracts
Samples: Agreement of Sale (Balcor Realty Investors 84 Series Ii), Agreement of Sale (Balcor Realty Investors 84 Series Ii), Agreement of Sale (Balcor Realty Investors 85 Series I)
As-Is Condition. a. Except for any representations or warranties provided by the Seller as set forth herein and any warranties of title contained in the deed or the Lease Termination Agreement executed and delivered by Seller at Closing (the “Seller’s Warranties”), this sale is made and will be made without representation, covenant or warranty of any kind (whether express or implied) by Seller and Purchaser accepts the Property in its “AS IS” and “WHERE IS” condition with all faults and without any representation or warranty, all of which Seller hereby expressly disclaims, except for Seller’s Warranties. Seller makes no warranty or representation as to the fitness of the Property for any particular purpose, merchantability, design, quality, condition, operation or income, compliance with drawings or specifications, absence of defects, environmental conditions, absence of faults, flooding or compliance with laws and regulations, including, without limitation, those relating to health, safety and the environment. Purchaser acknowledges that Purchaser has entered into this Agreement as a tenant in sole and agrees that it will be purchasing the Property based solely upon its inspection and investigations exclusive possession of the Property and that Purchaser will be purchasing with the Property "AS IS" intention of making and "WITH ALL FAULTS" based relying upon its own investigation of the condition physical, environmental, economic use, compliance and other legal conditions of the Property as of the date of this Agreement subject and that, other than Seller’s Warranties, Purchaser is not relying and will not later rely upon any representation and warranties made by Seller or anyone acting or claiming to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject act under Seller’s behalf pertaining to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing DateProperty. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor their consultants nor agents have made any other representations or warranties of any kind upon which Purchaser is relying as makes no warranty with respect to any matters concerning the Property, including, but not limited to, the condition of the Land or Improvements, the presence or absence of asbestos, toxic waste or any Hazardous Materials (as hereinafter defined) on, above or Hazardous Substances beneath the Property (or any parcel in proximity thereto) or in any water on or under the Property. Purchaser’s closing hereunder shall be deemed to constitute an express waiver of Purchaser’s right to cause Seller to be joined in any action brought under any Environmental Laws (as hereinafter defined), . The term “Hazardous Materials” shall mean (a) those substances included within the tenants definitions of any one or more of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for contribution, cost recovery or otherwise, against Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) terms “hazardous wastes, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as ",” “hazardous wastes," "” “hazardous substances," "” “industrial wastes,” and “toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in” as such terms are defined under the Environmental Laws, or otherwise subject any of them, (b) petroleum and petroleum products, including, without limitation, crude oil and any fractions thereof, (c) natural gas, synthetic gas and any mixtures thereof, (d) asbestos and or any material which contains any hydrated mineral silicate, including, without limitation, chrysotile, amosite, crocidolite, tremolite, anthophylite and/or actinolite, whether friable or non-friable, (e) polychlorinated biphenyl (“PCBs”) or PCB-containing materials or fluids, (f) radon, (g) any other hazardous or radioactive substance, material, pollutant, contaminant or waste, and (h) any other substance with respect to which any Environmental Law or governmental authority requires environmental investigation, monitoring or remediation. The term “Environmental Laws” shall mean all federal, state and local laws, statutes, ordinances and regulations, now or hereafter in effect, in each case as amended or supplemented from time to time, including, without limitation, all applicable judicial or administrative orders, applicable consent decrees and binding judgments relating to the regulation underand protection of human health, safety, the environment and natural resources (including, without limitation, ambient air, surface, water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"42 U.S.C. §§ 9601, et seq.), the Hazardous Material Transportation Act, as amended (49 U.S.C. §§ 1801, et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. §§ 136, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.U.S. §§ 6901, et seq.) (“RCRA”), the Toxic Substance Control Act, as amended (42 U.S.C. §§ 7401, et seq.), the Clean Air Act, as amended (42 U.S.C. §§ 7401, et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §§ 1251, et seq.), the Occupational Safety and Health Act, as amended (29 U.S.C. §§ 651, et seq.), the Safe Drinking Water Act, as amended (42 U.S.C. §§ 300f, et seq.), any state or local environmental law or counterpart or equivalent of any of the foregoing, and any Federal, state or local transfer of ownership notification or approval statutes. The provisions of this Section 14 shall survive the Closing and shall not be merged into any documents executed and delivered at Closing. Purchaser hereby waives, releases, acquits, and forever discharge Seller, its officers, directors, shareholders, members, managers, partners, employees or agents, or any other person acting on behalf of Seller, of and from any and all from all loss, liability, cost and expenses, including without limitation, attorney’s fees and amounts paid in settlement, arising out of or in connection with any and all claims, actions, causes of action, demands, rights, damages, costs, expenses, or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Purchaser now has or may have or which may arise in the future on account of or in any way arising out of or in connection with any Hazardous Materials on, in, under, from, or affecting or otherwise resulting from operations or activities on the Property, or any Environmental Laws. To the fullest extent permitted by law, Purchaser waives any and all rights and benefits which it may have by virtue of any Federal, state or local law or regulation to receive any disclosures, statements, materials or other information from Seller in connection with this sale or the Property. Purchaser is a tenant in the Property and is an experienced and sophisticated real estate investor, is represented by counsel, and counsel explained to Purchaser the consequences of the foregoing waiver. Purchaser acknowledges and agrees that the waivers, releases, and other provisions contained in this Section 14 are a material factor in Seller’s acceptance of the Purchase Price and that Seller is unwilling to sell the Property to Purchaser unless Seller is released as expressly set forth above. Purchaser has fully reviewed the disclaimers, releases and waivers set forth in this Agreement and understands and accepts the significance and effect thereof.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Old National Bancorp /In/), Purchase and Sale Agreement (Old National Bancorp /In/)
As-Is Condition. a. Except for any representations or warranties provided by the Seller as set forth herein and any warranties of title contained in any of the deeds or the Lease Termination Agreement executed and delivered by Seller at Closing (the “Seller’s Warranties”), this sale is made and will be made without representation, covenant or warranty of any kind (whether express or implied) by Seller and Purchaser accepts the Property in its “AS IS” and “WHERE IS” condition with all faults and without any representation or warranty, all of which Seller hereby expressly disclaims, except for Seller’s Warranties. Seller makes no warranty or representation as to the fitness of the Property for any particular purpose, merchantability, design, quality, condition, operation or income, compliance with drawings or specifications, absence of defects, environmental conditions, absence of faults, flooding or compliance with laws and regulations, including, without limitation, those relating to health, safety and the environment. Purchaser acknowledges that Purchaser has entered into this Agreement as a tenant in sole and agrees that it will be purchasing the Property based solely upon its inspection and investigations exclusive possession of the Property and that Purchaser will be purchasing with the Property "AS IS" intention of making and "WITH ALL FAULTS" based relying upon its own investigation of the condition physical, environmental, economic use, compliance and other legal conditions of the Property as of the date of this Agreement subject and that, other than Seller’s Warranties, Purchaser is not relying and will not later rely upon any representation and warranties made by Seller or anyone acting or claiming to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject act under Seller’s behalf pertaining to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing DateProperty. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor their consultants nor agents have made any other representations or warranties of any kind upon which Purchaser is relying as makes no warranty with respect to any matters concerning the Property, including, but not limited to, the condition of the Land or Improvements, the presence or absence of asbestos, toxic waste or any Hazardous Materials (as hereinafter defined) on, above or Hazardous Substances beneath the Property (or any parcel in proximity thereto) or in any water on or under the Property. Purchaser’s closing hereunder shall be deemed to constitute an express waiver of Purchaser’s right to cause Seller to be joined in any action brought under any Environmental Laws (as hereinafter defined), . The term “Hazardous Materials” shall mean (a) those substances included within the tenants definitions of any one or more of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for contribution, cost recovery or otherwise, against Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) terms “hazardous wastes, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as ",” “hazardous wastes," "” “hazardous substances," "” “industrial wastes,” and “toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in” as such terms are defined under the Environmental Laws, or otherwise subject any of them, (b) petroleum and petroleum products, including, without limitation, crude oil and any fractions thereof, (c) natural gas, synthetic gas and any mixtures thereof, (d) asbestos and or any material which contains any hydrated mineral silicate, including, without limitation, chrysotile, amosite, crocidolite, tremolite, anthophylite and/or actinolite, whether friable or non-friable, (e) polychlorinated biphenyl (“PCBs”) or PCB-containing materials or fluids, (f) radon, (g) any other hazardous or radioactive substance, material, pollutant, contaminant or waste, and (h) any other substance with respect to which any Environmental Law or governmental authority requires environmental investigation, monitoring or remediation. The term “Environmental Laws” shall mean all federal, state and local laws, statutes, ordinances and regulations, now or hereafter in effect, in each case as amended or supplemented from time to time, including, without limitation, all applicable judicial or administrative orders, applicable consent decrees and binding judgments relating to the regulation underand protection of human health, safety, the environment and natural resources (including, without limitation, ambient air, surface, water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"42 U.S.C. §§ 9601, et seq.), the Hazardous Material Transportation Act, as amended (49 U.S.C. §§ 1801, et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. §§ 136, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.U.S. §§ 6901, et seq.) (“RCRA”), the Toxic Substance Control Act, as amended (42 U.S.C. §§ 7401, et seq.), the Clean Air Act, as amended (42 U.S.C. §§ 7401, et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §§ 1251, et seq.), the Occupational Safety and Health Act, as amended (29 U.S.C. §§ 651, et seq.), the Safe Drinking Water Act, as amended (42 U.S.C. §§ 300f, et seq.), any state or local environmental law or counterpart or equivalent of any of the foregoing, and any Federal, state or local transfer of ownership notification or approval statutes. The provisions of this Section 14 shall survive the Closing and shall not be merged into any documents executed and delivered at Closing. Purchaser hereby waives, releases, acquits, and forever discharge Seller, its officers, directors, shareholders, members, managers, partners, employees or agents, or any other person acting on behalf of Seller, of and from any and all from all loss, liability, cost and expenses, including without limitation, attorney’s fees and amounts paid in settlement, arising out of or in connection with any and all claims, actions, causes of action, demands, rights, damages, costs, expenses, or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Purchaser now has or may have or which may arise in the future on account of or in any way arising out of or in connection with any Hazardous Materials on, in, under, from, or affecting or otherwise resulting from operations or activities on the Property, or any Environmental Laws. To the fullest extent permitted by law, Purchaser waives any and all rights and benefits which it may have by virtue of any Federal, state or local law or regulation to receive any disclosures, statements, materials or other information from Seller in connection with this sale or the Property. Purchaser is a tenant in the Property and is an experienced and sophisticated real estate investor, is represented by counsel, and counsel explained to Purchaser the consequences of the foregoing waiver. Purchaser acknowledges and agrees that the waivers, releases, and other provisions contained in this Section 14 are a material factor in Seller’s acceptance of the Purchase Price and that Seller is unwilling to sell the Property to Purchaser unless Seller is released as expressly set forth above. Purchaser has fully reviewed the disclaimers, releases and waivers set forth in this Agreement and understands and accepts the significance and effect thereof.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Old National Bancorp /In/), Purchase and Sale Agreement (Old National Bancorp /In/)
As-Is Condition. a. Purchaser acknowledges and agrees that it except as may otherwise be specifically set forth elsewhere in this Agreement with reference to a representation, warranty or covenant made by the Seller, Purchaser will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the condition of the Property as of the date of this Agreement Agreement, subject to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this AgreementAgreement with reference to a representation, warranty or covenant made by the Seller, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition of the Land land or Improvementsany improvements, the presence existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defined below), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against Seller, whether in tort, contract, or otherwise, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property, or arising under the Environmental Laws (as such term is hereinafter defined), or relating in any way to the quality of the indoor or outdoor environment at the Property. This release shall survive the Closing. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.or
Appears in 1 contract
As-Is Condition. a. Purchaser acknowledges and agrees that it will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the condition of the Property as of the date of this Agreement Agreement, subject to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition of the Land land or Improvementsany improvements, the presence existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defined below), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against Seller, whether in tort, contract, or otherwise, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property, or arising under the Environmental Laws (as such term is hereinafter defined), or relating in any way to the quality of the indoor or outdoor environment at the Property. This release shall survive the Closing. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous materials," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.
Appears in 1 contract
As-Is Condition. a. 5.01 Purchaser acknowledges and agrees that it will be purchasing that, except as specifically provided in this Contract, neither Seller nor any agent, officer, employee, consultant or other person representing or purportedly representing Seller has made, and Seller is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, or representations pertaining to the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the physical condition of the Property as Premises, the zoning, the income, state of title, expenses and operation thereof, the uses which can be made of the date of this Agreement subject to reasonable wear and tear and loss by fire same or any other casualty matter or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Datething with respect thereto. Without limiting the foregoing, except as specifically provided in this Contract, Seller is not liable for or bound by (and Purchaser has not relied upon) any verbal or written statements, requests for proposals, representations, real estate broker “set-ups,” or any other information concerning the Premises furnished by Seller or any agent, officer, employee, consultant, real estate broker or other person representing or purportedly representing Seller.
5.02 Purchaser acknowledges thatand understands that as it is the owner of a fifty (50%) percent undivided interest in the Premises, Purchaser is purchasing the Premises in its “AS IS” condition as of the date of Closing except as may otherwise be specifically set forth elsewhere provided in this Agreement, neither Contract. At no time shall Seller be liable for any defects (whether latent or patent) in the Premises nor their consultants nor agents have made shall same give rise to any other representations right of termination of this Contract or warranties any rescission or payments of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition after Closing.
5.03 Except for a breach of the Land or Improvementsrepresentations and warranties of Seller set forth in Article 4 hereof which representations and warranties shall survive for a period of twelve (12) months, the presence or absence of asbestos, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter defined), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller and Seller’s officers, employees, and agents from any and all liability claims, demands, causes or actions, losses, damages, liabilities, costs and expenses (including attorney’s fees, whether the suit is instituted or not), whether known or unknown, liquidated or contingent (hereinafter collectively called the “Claims”), arising from or relating to (i) any defects (patent or latent), errors or omissions in connection with the design or construction of the Premises, whether same are the result of negligence or otherwise., or (ii) any claims which other conditions affecting the Premises (excluding any environmental condition presently at the Premises), whether the same are a result of negligence or otherwise. Purchaser may have against Selleracknowledges that Purchaser has been represented by independent legal counsel of Purchaser’s selection, and Purchaser hereby agrees not to assert any claims, for contribution, cost recovery or otherwise, against Seller, relating directly or indirectly to the existence is granting this release of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation its own volition and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.after consultation with Purchaser’s counsel.
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As-Is Condition. a. Purchaser acknowledges and agrees that it except as may otherwise be specifically set forth elsewhere in this Agreement with reference to a representation, warranty or covenant made by the Seller, Purchaser will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the condition of the Property as of the date of this Agreement Agreement, subject to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this AgreementAgreement with reference to a representation, warranty or covenant made by the Seller, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition of the Land land or Improvementsany improvements, the presence existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defined below), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against Seller, whether in tort, contract, or otherwise, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property, or arising under the Environmental Laws (as such term is hereinafter defined), or relating in any way to the quality of the indoor or outdoor environment at the Property. This release shall survive the Closing. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous materials," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.radioactive
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As-Is Condition. a. Seller acquired title to the Property by virtue of a deed in lieu of foreclosure, and therefore, Seller cannot make any representations as to the condition of the Property upon which Purchaser can rely. Any information which Seller has as to the leases is based solely upon information which Seller obtained subsequent to its acquisition of the Property. Purchaser is not relying on Seller having made any inquiry as to the condition of the Property or the leases. Purchaser acknowledges and agrees that it will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the condition of the Property as of the date of this Agreement Agreement, subject to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition of the Land land or Improvementsany improvements, the presence existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defined below), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against Seller, whether in tort, contract, or otherwise, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property, or arising under the Environmental Laws (as such term is hereinafter defined), or relating in any way to the quality of the indoor or outdoor environment at the Property. This release shall survive the Closing. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous materials," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.
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As-Is Condition. a. (a) Except as may be specifically set forth in this Agreement or in any document executed by Seller in connection with the Closing (the “Closing Documents”), Purchaser is not relying on Seller having made any inquiry as to the condition of the Property or the Leases, and except as may be specifically set forth in this Agreement or in any of the Closing Documents, Purchaser acknowledges and agrees that it will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "“AS IS" ” and "“WITH ALL FAULTS" ” based upon the condition of the Property as of the date of this Agreement Agreement, subject to reasonable wear and tear and and, subject to the provisions of Paragraph 6, loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth in Paragraph 18 or elsewhere in this AgreementAgreement or in any of the Closing Documents, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, any implied warranty as to the quality of the construction of the Property or its fitness for use as an apartment project, the condition of the Land or any of the Improvements, whether or not the presence Property is subject to airport corridor noise, the existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defined below), whether or not the Property is affected by the Natural Hazard Laws (as such term is defined below), the tenants Tenants of the Property or the leases Leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, assessments under authority of the Xxxxx Xxxx Community Facilities Act of 1982 or similar legislation, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Except as may be specifically set forth in this Agreement or in any of the Closing Documents, Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act, the Fair Housing Act of 1968 as amended, the California Health and Safety Code Section 25249-6, California Proposition 65, the California Fair Employment and Housing Act as amended or any fire codes, building codes or building health codes. Except as may be specifically set forth in this Agreement or in any of the Closing Documents, Purchaser hereby releases Seller Seller, which release shall also inure to the benefit of any member, manager, or partner of Seller, FF Development L.P., FF Properties L.P. and their affiliates (collectively referred to herein as the “Related Parties”) from any and all liability in connection with any claims (including but not limited to all health and medical claims) which Purchaser may have against SellerSeller or any of the Related Parties, and Purchaser hereby agrees not to assert any claimsclaims (except as specifically set forth in this Agreement or in any of the Closing Documents), for damage, loss, compensation, contribution, cost recovery or otherwise, against SellerSeller or any of the Related Parties, whether in tort, contract, or otherwise, relating directly or indirectly to the condition of the Property, including without limitation (i) claims relating to the existence of asbestos asbestos; (ii) claims attributable to indoor air quality issues, releases from building material and furnishings, releases from cleaning, repairing, or decorating activities, and the operation of heating and cooling systems and humidifiers; or (iii) claims relating to Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property, or arising under the Environmental Laws (as such term is hereinafter defined), or relating in any way to the quality of the indoor or outdoor environment at the Property including methane gas or any of its derivatives; or (iv) claims relating to mold, fungus, bacteria and/or other biological growth or biological growth factors, or any other type of indoor contaminants that may exist on the Property; or (v) claims relating to latent or patent construction defects or any implied warranty as to fitness for use as an apartment project; or (vi) claims related to Natural Hazard Laws; or (vii) claims relating to the failure of Seller to disclose any information relating to the Property, except as may otherwise be expressly set forth in Paragraph 18 or elsewhere in this Agreement. Notwithstanding anything to the contrary contained herein, Purchaser’s waivers and releases contained in this Agreement shall not apply to, and nothing contained in this Paragraph 7(a) shall constitute a waiver or release by Purchaser with respect to, (A) any claims arising out of Seller’s fraud, (B) any claims arising out of any breach of Seller’s representations, warranties, covenants or obligations specifically set forth in Paragraph 18 or elsewhere in this Agreement or in any of the Closing Documents, (C) any claims made or asserted against Purchaser by any third party (including, without limitation, any applicable governing local, state or federal authority or agency) to the extent that such claims arise out of or in connection with any Hazardous Materials or Hazardous Substances actually brought, placed or released in, on, under or about the Land or the Improvements by Seller or its Related Parties or their respective agents, employees or contractors, or (D) any claims made or asserted against Purchaser by any third party for personal injury or property damage sustained prior to the Closing Date that arise out of or result from occurrences on all or any portion of the Land or the Improvements prior to the Closing Date, but only to the extent such claims do not arise or result from the negligence or willful misconduct of Purchaser or its agents, employees or contractors. As used herein, in this paragraph the term "Hazardous Materials" “affiliates” means, with respect to Seller or "Hazardous Substances" means (i) hazardous wastesany manager, hazardous substances, hazardous constituents, toxic substances member or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.partner
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Samples: Agreement of Sale (Behringer Harvard Multifamily Reit I Inc)
As-Is Condition. a. Except as may hereinafter be specifically set forth in this Agreement, including the representations set forth in Section 18 of this Agreement or in the Closing Documents (as hereafter defined) to be delivered by Seller to Purchaser at Closing, Purchaser is not relying on Seller having made any inquiry as to the condition of the Property or the Leases. Purchaser acknowledges and agrees that it will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "“AS IS" ” and "“WITH ALL FAULTS" ” based upon the condition of the Property as of the date of this Agreement Agreement, subject to reasonable wear and tear and and, subject to the provisions of Section 6, loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in Section 18 of this AgreementAgreement or in such Closing Documents, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, any implied warranty as to the quality of the construction of the Property or its fitness for use as an apartment project, the condition of the Land or any of the Improvements, whether or not the presence Property is subject to airport corridor noise, the existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defined below), the tenants Tenants of the Property or the leases Leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act, the Fair Housing Act of 1968 as amended, or any fire codes, building codes or building health codes. Purchaser hereby releases Seller, and together with all of their respective direct or indirect members, managers, partners, officers, directors, employees, representatives, agents, shareholders, trustees and/or beneficiaries and all their respective current and former affiliates, heirs, successors, assigns, predecessors, attorneys, agents and related entities (collectively referred to herein as the “Seller Related Parties”) from any and all liability in connection with any claims (including but not limited to all health and medical claims) which Purchaser may have against Sellerany of the Seller Related Parties, and, except with respect to any Claim (as hereafter defined) that Purchaser may have the right to assert pursuant and subject to the limitations set forth in Section 18 of this Agreement or in the Closing Documents, Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against Sellerany of the Seller Related Parties, whether in tort, contract, or otherwise, relating directly or indirectly to the existence condition of asbestos the Property, including without limitation (i) claims attributable to indoor air quality issues, releases from building material and furnishings, releases from cleaning, repairing, or decorating activities, and the operation of heating and cooling systems and humidifiers; or (ii) claims relating to Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property, or arising under the Environmental Laws (as such term is hereinafter defined), or relating in any way to the quality of the indoor or outdoor environment at the Property, including radon, methane gas or any derivatives thereof; or (iii) claims relating to mold, fungus, bacteria and/or other biological growth or biological growth factors, or any other type of indoor contaminants that may exist on the Property; or (iv) claims relating to compliance with accessibility requirements; or (v) claims relating to latent or patent construction defects or any implied warranty as to fitness for use as an apartment project; or (vi) claims relating to the failure of any of the Seller Related Parties to disclose any information relating to the Property. As used in this Section the term “affiliates” means, with respect to the Seller Related Parties, any manager, member or partner of the Seller Related Parties, any other entity or person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with the Seller Related Parties or any manager, member or partner of the Seller Related Parties. As used in the previous sentence, “control” means the possession, directly or indirectly, of the power to cause the direction of the management of any Seller Related Party or any manager, member or partner of any Seller Related Party, whether through voting securities, by contract, family relationship or otherwise. This release shall forever survive the Closing and the delivery and recording of the Deed. As used herein, the term "“Hazardous Materials" ” or "“Hazardous Substances" ” means (i) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "“hazardous wastes," "” “hazardous materials,” “hazardous substances," "” “toxic substances," "” “pollutants," "” “contaminants," "” “radioactive materials," ”, “toxic pollutants”, or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("“CERCLA"”), 42 U.S.U.S.C. § 9601 et seq.; the Toxic Substance Control Act (“TSCA”), 15 U.S.C. § 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1802; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. § 9601, et seq.; the Clean Water Act (“CWA”), 33 U.S.C. § 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.; the Clean Air Act (“CAA”), 42 U.S.C. § 7401 et seq.; and in any permits, licenses, approvals, plans, rules, regulations or ordinances adopted, or other criteria and guidelines promulgated pursuant to the preceding laws or other similar federal, state or local laws, regulations, rules or ordinance now or hereafter in effect relating to environmental matters (collectively the “Environmental Laws”); and (ii) any other substances, constituents or wastes subject to any applicable federal, state or local law, regulation or ordinance, including any Environmental Law, now or hereafter in effect, including but not limited to (A) petroleum, (B) refined petroleum products, (C) waste oil, (D) waste aviation or motor vehicle fuel and their byproducts, (E) asbestos, (F) lead in water, paint or elsewhere, (G) radon, (H) Polychlorinated Biphenyls (PCB’s), (I) ureaformaldehyde, (J) volatile organic compounds (VOC), (K) total petroleum hydrocarbons (TPH), (L) benzene derivative (BTEX), (M) petroleum byproducts and (N) methane gas or any of its derivatives. Purchaser hereby specifically acknowledges that Purchaser has carefully reviewed this subsection, and discussed its import with legal counsel, is fully aware of its consequences, and that the provisions of this subsection are a material part of this Agreement; PROVIDED, HOWEVER, such release, waiver or discharge shall not apply and shall be of no force or effect for any claims arising out of Seller’s fraud or with respect to any claim that Purchaser may have the right to assert pursuant and subject to the limitations set forth in Section 0 of this Agreement or in the Closing Documents. Purchaser’s Initials /s/ Certain Seller Related Parties have provided to Purchaser certain unaudited historical financial information regarding the Property relating to certain periods of time in which Seller owned the Property. Except as may be otherwise specifically set forth elsewhere in this Agreement, none of the Seller Related Parties makes any representation or warranty that such material is complete or accurate or that Purchaser will achieve similar financial or other results with respect to the operations of the Property, it being acknowledged by Purchaser that Seller’s operation of the Property and allocations of revenues or expenses may be vastly different than Purchaser may be able to attain. Purchaser acknowledges that it is a sophisticated and experienced purchaser of real estate and further that Purchaser has relied upon its own investigation and inquiry with respect to the operation of the Property and releases the Seller Related Parties from any liability with respect to such historical information. Purchaser’s Initials /s/
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As-Is Condition. a. Purchaser The Buyer acknowledges that (a) each Lessee accepted receipt and agrees delivery of the applicable portion of the Leased Property that it will be purchasing leases from the Property based solely upon its inspection and investigations Seller on or about the applicable Commencement Date, (b) each of the Property Lessees, the Developers and that Purchaser will be purchasing the Property "AS IS" Managers examined and "WITH ALL FAULTS" based upon otherwise acquired knowledge of the condition of the Property as applicable portion of the Leased Property prior to such date that the applicable Lessee acquired possession of such portion of the Leased Property and found the same to be in good order and repair and satisfactory for its purposes, (c) the Lessees, the Developers and/or the Managers have been in possession of the Leased Property from and after such dates, (d) IPC and Balanced Care, being Affiliates of the Lessees (other than the Third Party Lessees), the Developers and the Managers has independent and thorough knowledge of the Leased Property, the title thereto and all matters affecting the same, (e) the Buyer has made its own inquiry and investigation into, and based thereon will have formed an independent judgment concerning the Leased Property and the operation thereof and is not relying on Seller for any facts or information with respect thereto and (f) except for the express representations and warranties contained in this Agreement subject to reasonable wear or any of the other Transaction Documents, the Seller is not making, and tear and loss by fire the Buyer is not relying upon, any representation or other casualty warranty, express or condemnation andimplied, subject of any nature whatsoever with respect to the provisions Leased Property. Consequently, IPC and Balanced Care (on behalf of Paragraph 6 abovethemselves and all Designees) waive any and all claims and causes of action, from now or hereafter arising, against the date Seller in respect of this Agreement until the Closing Datecondition of the Leased Property. THE SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY, EITHER AS TO ITS FITNESS FOR ANY PARTICULAR PURPOSE OR USE, ITS DESIGN OR CONDITION OR OTHERWISE, 23 OR AS TO DEFECTS IN THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT; IT BEING AGREED THAT ALL RISKS RELATING TO THE DESIGN, CONDITION AND/OR USE OF THE LEASED PROPERTY ARE TO BE BORNE BY THE BUYER. THE LESSEES, THE DEVELOPERS, THE MANAGERS AND THE GUARANTORS HAVE ASSUMED (PURSUANT TO THE BCC LEASE DOCUMENTS) AND, AS OF THE CONSUMMATION OF EACH CLOSING, THE BUYER ASSUMES ALL RISK OF (I) THE PHYSICAL CONDITION OF THE APPLICABLE PORTION OF THE LEASED PROPERTY BEING CONVEYED TO THE BUYER (OR TO THE APPLICABLE DESIGNEE), (II) THE SUITABILITY OF SUCH PORTION OF THE LEASED PROPERTY FOR OPERATION IN ACCORDANCE WITH ITS PRIMARY INTENDED USE, (III) THE COMPLIANCE OR NON-COMPLIANCE OF SUCH PORTION OF THE LEASED PROPERTY WITH ALL APPLICABLE REQUIREMENTS OF LAW, INCLUDING BUT, NOT LIMITED TO, ENVIRONMENTAL LAWS AND ZONING AND OTHER LAND USE LAWS, (IV) ALL MATTERS THAT A SURVEY OF THE APPLICABLE PORTION OF THE LAND MAY DISCLOSE AND (V) SUBJECT TO THE SELLER'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, WHETHER TITLE TO THE LEASED PROPERTY IS INSURABLE. Without limiting the foregoing, Purchaser the Buyer acknowledges and agrees that, except as may otherwise in connection with the consummation of the transactions contemplated hereunder, in the event that the Buyer obtains or seeks to obtain title insurance insuring its interest in the Leased Property, the Seller shall not be specifically set forth elsewhere obligated to provide any form of representation or indemnification to the title insurance company issuing such policy; provided, however, that the Seller shall provide to such title insurance company (1) a copy of its operating agreement, (2) evidence of its authority to execute and deliver the Transaction Documents to which it is a party, (3) the certificate of the Seller referred to in Section 11.2(d) of this Agreement, neither (4) evidence of the Seller's qualification to do business in the state where the applicable portion of the Leased Property is located, (5) certificates of good standing relating to the Seller nor their consultants nor agents have made from the state where the applicable portion of the Leased Property is located and from the state of its formation, (6) any of the other representations or warranties documents listed in Section 11.2(a)-(g) of this Agreement and (7) evidence of the clearance of any kind upon which Purchaser is relying as Lien that does not constitute a Permitted Encumbrance. The provisions of this Section 6.1 are not intended to and shall not be deemed to limit the express provisions set forth in any matters concerning the Property, including, but not limited to, the condition of the Land or Improvements, the presence or absence of asbestos, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter defined), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. other Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for contribution, cost recovery or otherwise, against Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.Documents.
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As-Is Condition. a. Except with respect to Seller's representations and warranties of Seller set forth in Paragraph of this Agreement, Purchaser acknowledges and agrees that it will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the condition of the Property as of the date of this Agreement Agreement, subject to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth in Paragraph and elsewhere in this Agreement, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition of the Land land or Improvementsany improvements, the presence existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defined below), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against Seller, whether in tort, contract, or otherwise, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property, or arising under the Environmental Laws (as such term is hereinafter defined), or relating in any way to the quality of the indoor or outdoor environment at the Property. This release shall survive the Closing. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous substancesmaterials," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.hazardous
Appears in 1 contract
As-Is Condition. a. Purchaser acknowledges and agrees that it will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the condition of the Property as of the date of this Agreement Agreement, subject to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Datetear. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition of the Land land or Improvementsany improvements, the presence existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defined below), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against Seller, whether in tort, contract, or otherwise, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation arising under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.
Appears in 1 contract
As-Is Condition. a. Purchaser acknowledges and agrees that it will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the condition of the Property as of the date of this Agreement Agreement, subject to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition of the Land land or Improvementsany improvements, the presence existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defined below), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the The Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against Seller, whether in tort, contract, or otherwise, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property, or arising under the Environmental Laws (as such term is hereinafter defined), or relating in any way to the quality of the indoor or outdoor environment at the Property. As used herein, the term "Hazardous Materials" or "Hazardous SubstancesEnvironmental Laws" means all federal, state and local statutes, codes, regulations, rules, ordinances, orders, standards, permits, licenses, policies and requirements (iincluding consent decrees, judicial decisions and administrative orders) hazardous wastesrelating to the protection, hazardous substancespreservation, hazardous constituentsremediation or conservation of the environment or worker health or safety, toxic substances all as amended or related materialsreauthorized, whether solids, liquids or gasesas hereafter amended or reauthorized, including but not limited to substances defined as "hazardous wastes," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation underwithout limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Section 6901 et seq., the Emergency Planning and Community Right-to-Know Act ("Right-to-Know Act"), 42 U.S.C. Section 11001 et seq., the Clean Air Act ("CAA"), 42 U.S.C. Section 7401 et seq., the Federal Water Pollution Control Act ("Clean Water Act"), 33 U.S.C. Section 1251 et seq., the Toxic Substances Control Act ("TSCA"), 15 U.S.C. Section 2601 et seq., the Safe Drinking Water Act ("Safe Drinking Water Act"), 42 U.S.C. Section 300f et seq., the Atomic Energy Act ("AEA"), 42 U.S.C. Section 2011 et seq., the Occupational Safety and Health Act ("OSHA"), 29 U.S.C. Section 651 et seq., and the Hazardous Materials Transportation Act (the "Transportation Act"), 49 U.S.
Appears in 1 contract
As-Is Condition. a. A. Except as may hereinafter be specifically set forth in this Agreement, Purchaser is not relying on Seller having made any inquiry as to the condition of the Property or the leases. Purchaser acknowledges and agrees that that, except as may hereinafter be specifically set forth in this Agreement, it will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the condition of the Property as of the date of this Agreement Agreement, subject to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition of the Land land or Improvementsany improvements, the presence existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any "Hazardous Materials Materials" or "Hazardous Substances" (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defined below), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or and, except as may hereinafter be specifically set forth in this Agreement, Seller makes no representation that the Property complies with any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against Seller, whether in tort, contract, or otherwise, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property, or arising under the "Environmental Laws" (as such term is hereinafter defined), or relating in any way to the quality of the indoor or outdoor environment at the Property. This release shall survive the Closing. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous substancesmaterials," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.hazardous
Appears in 1 contract
Samples: Sale Agreement (Balcor Realty Investors 86 Series I)
As-Is Condition. a. Purchaser acknowledges and agrees that it will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the condition of the Property as of the date of this Agreement Agreement, subject to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this AgreementAgreement or the Deed, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition of the Land land or Improvementsany improvements, the presence existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defined below), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against Seller, whether in tort, contract, or otherwise, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property, or arising under the Environmental Laws (as such term is hereinafter defined), or relating in any way to the quality of the indoor or outdoor environment at the Property. This release shall survive the Closing. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "Hazardous Wastes, hazardous wastesmaterials," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.radioactive
Appears in 1 contract
Samples: Agreement of Sale (Balcor Equity Pension Investors Iii)
As-Is Condition. a. (a) Except as specifically set forth in Section 18 of this Agreement and in the Closing Documents (the “Seller’s Express Obligations”), Purchaser is not relying on Seller having made any inquiry as to the condition of the Properties or the Leases. Purchaser acknowledges and agrees that it will be purchasing the Property Properties based solely upon its inspection and investigations of the Property Properties and that Purchaser will be purchasing the Property "Properties “AS IS" ” and "“WITH ALL FAULTS" ” based upon the condition of the Property Properties as of the date of this Agreement Agreement, subject to reasonable wear and tear and and, subject to the provisions of Section 6, loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreementfor Seller’s Express Obligations, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the PropertyProperties, including, but not limited to, any implied warranty as to the quality of the construction of the Properties or its fitness for use as an apartment project, the condition of the Land or any of the Improvements, whether or not the presence Properties are subject to airport corridor noise, the existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defined below), the tenants Tenants of the Property Properties or the leases Leases affecting the PropertyProperties, economic projections or market studies concerning the PropertyProperties, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the PropertyProperties, water or water rights, topography, drainage, soil, subsoil of the PropertyProperties, the utilities serving the Property Properties or any zoning, environmental or building laws, rules or regulations affecting the PropertyProperties. Seller makes no representation that the Property complies Properties comply with Title III of the Americans With Disabilities Act, the Fair Housing Act of 1968 as amended, or any fire codes, building codes or building health codes. Except for claims in connection with a breach of Seller’s Express Obligations, Purchaser hereby releases Seller and Property Manager, together with all of their respective members, managers, partners, officers, directors, employees, representatives, agents, shareholders, trustees and/or beneficiaries and all their respective current and former affiliates, heirs, successors, assigns, predecessors, attorneys, agents and related entities (collectively referred to herein as the “Seller Related Parties”) from any and all liability in connection with any claims (including but not limited to all health and medical claims) which Purchaser may have against Sellerany of the Seller Related Parties, and Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against Sellerany of the Seller Related Parties, whether in tort, contract, or otherwise, relating directly or indirectly to the condition of the Properties, including without limitation (i) claims relating to the existence of asbestos asbestos; (ii) claims attributable to indoor air quality issues, releases from building material and furnishings, releases from cleaning, repairing, or decorating activities, and the operation of heating and cooling systems and humidifiers; or (iii) claims relating to Hazardous Materials or Hazardous Substances on, or environmental conditions of, the PropertyProperties, or arising under the Environmental Laws (as such term is hereinafter defined), or relating in any way to the quality of the indoor or outdoor environment at the Properties including methane gas or any of its derivatives; or (iv) claims relating to mold, fungus, bacteria and/or other biological growth or biological growth factors, or any other type of indoor contaminants that may exist on the Properties; or (v) claims relating to latent or patent construction defects or any implied warranty as to fitness for use as an apartment project; or (vi) claims relating to the failure of any of the Seller Related Parties to disclose any information relating to the Properties, except as may otherwise be expressly set forth in Section 17(f). As used herein, in this Section the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes“affiliates” means, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited with respect to substances defined as "hazardous wastes," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations inthe Seller Related Parties, or otherwise subject to regulation underany manager, member or partner of the Comprehensive Environmental ResponseSeller Related Parties, Compensation and Liability Act any other entity or person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with the Seller Related Parties or any manager, member or partner of 1980, as amended ("CERCLA"), 42 U.S.the Seller
Appears in 1 contract
Samples: Purchase and Sale Agreement (NexPoint Residential Trust, Inc.)
As-Is Condition. a. Seller acquired title to the Property by virtue of a deed in lieu of foreclosure, and therefore, Seller cannot make any representations as to the condition of the Property upon which Purchaser can rely. Any information which Seller has as to the leases is based solely upon information which Seller obtained subsequent to its acquisition of the Property. Purchaser is not relying on Seller having made any inquiry as to the condition of the Property or the leases. Purchaser acknowledges and agrees that it will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the condition of the Property as of -of the date of this Agreement Agreement, subject to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind - upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition of the Land land or Improvementsany improvements, the presence existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defied below), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III HI of the Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against Seller, whether in tort, contract, or otherwise, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property, or arising under the Environmental Laws (as such term is hereinafter defied), or relating in any way to the quality of the indoor or outdoor environment at the Property. This release shall survive the Closing. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous materials," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.
Appears in 1 contract
Samples: Agreement of Sale (Balcor Equity Pension Investors Iv)
As-Is Condition. a. Except as may hereinafter be specifically set forth in this Agreement, Purchaser is not relying on Seller having made any inquiry as to the condition of the Property or the leases. Purchaser acknowledges and agrees that that, except as may hereinafter be specifically set forth in this Agreement, it will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the condition of the Property as of the date of this Agreement Agreement, subject to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition of the Land land or Improvementsany improvements, the presence existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defined below), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or and, except as may hereinafter be specifically set forth in this Agreement, Seller makes no representation that the Property complies with any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against Seller, whether in tort, contract, or otherwise, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property, or arising under the Environmental Laws (as such term is hereinafter defined), or relating in any way to the quality of the indoor or outdoor environment at the Property. This release shall survive the Closing. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous materials," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.
Appears in 1 contract
Samples: Agreement of Sale (Balcor Realty Investors 86 Series I)
As-Is Condition. a. Purchaser acknowledges and agrees that it will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the condition of the Property as of the date of this Agreement Agreement, subject to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition of the Land land or Improvementsany improvements, the presence existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defined below), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against Seller, whether in tort, contract, or otherwise, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property, or arising under the Environmental Laws (as such term is hereinafter defined), or relating in any way to the quality of the indoor or outdoor environment at the Property. This release shall survive the Closing. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous materials," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.
Appears in 1 contract
As-Is Condition. a. (a) Except as may be specifically set forth in this Agreement or in any document executed by Seller in connection with the Closing (the “Closing Documents”), Purchaser is not relying on Seller having made any inquiry as to the condition of the Property or the Leases, and except as may be specifically set forth in this Agreement or in any of the Closing Documents, Purchaser acknowledges and agrees that it will be purchasing the Property based solely upon its inspection inspections and investigations of the Property and that Purchaser will be purchasing the Property "“AS IS" ” and "“WITH ALL FAULTS" ” based upon the condition of the Property as of the date of this Agreement Agreement, subject to reasonable wear and tear and and, subject to the provisions of Section 6, loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth in Section 18 or elsewhere in this AgreementAgreement or in any of the Closing Documents, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, any implied warranty as to the quality of the construction of the Property or its fitness for use as an apartment project, the condition of the Land or any of the Improvements, whether or not the presence Property is subject to airport corridor noise, the existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defined below), the tenants Tenants of the Property or the leases Leases affecting the Property, square footage calculations or measurements of any part of the Land or Improvements (regardless of whether the same are shown on any Survey or rent roll), economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Except as may be specifically set forth in this Agreement or in any of the Closing Documents, Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act, the Fair Housing Act of 1968 as amended, or any fire codes, building codes or building health codes. Purchaser Except as may be specifically set forth in this Agreement or in any of the Closing Documents, Purchaser, for itself, its successors and assigns and the insurers of each of them, hereby releases Seller and forever discharges Seller, FFRT Development L.P., FF Properties L.P., FFR Trust, Xxxxxx Xxxxxxx Real Estate Fund V U.S., L.P., a Delaware limited partnership, Xxxxxx Xxxxxxx Real Estate Fund V Special U.S., L.P., a Delaware limited partnership, MSP Real Estate Fund V., L.P., a Delaware limited partnership, Xxxxxx Xxxxxxx Real Estate Investors V U.S., L.P., a Delaware limited partnership, MSP Co-Investment Partnership V, L.P., a Delaware limited partnership, and MSP Co-Investment Partnership V-A, L.P., a Delaware limited partnership, and all of their respective members, managers, partners, officers, directors, employees, representatives, agents, consultants, shareholders, trustees and/or beneficiaries and their respective current and former affiliates, heirs, successors, assigns, predecessors, attorneys, agents and related entities (collectively referred to herein as the “Related Parties”) from any and all liability in connection with any claims (including but not limited to all health and medical claims) which Purchaser may have against SellerSeller or any of the Related Parties, and Purchaser hereby agrees not to assert any claimsclaims (except as specifically set forth in this Agreement or in any of the Closing Documents), for damage, loss, compensation, contribution, cost recovery or otherwise, against SellerSeller or any of the Related Parties, whether in tort, contract, or otherwise, relating directly or indirectly to the condition of the Property, including without limitation any and all (i) claims relating to the existence of asbestos asbestos; (ii) claims attributable to indoor air quality issues, releases from building material and furnishings, releases from cleaning, repairing, or decorating activities, and the operation of heating and cooling systems and humidifiers; (iii) claims relating to Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property, or arising under the Environmental Laws (as such term is hereinafter defined), or relating in any way to the quality of the indoor or outdoor environment at the Property including methane gas or any of its derivatives; (iv) claims relating to mold, fungus, bacteria and/or other biological growth or biological growth factors, or any other type of indoor contaminants that may exist on the Property; (v) claims relating to latent or patent construction defects or any implied warranty as to fitness for use as an apartment project; and/or (vi) claims relating to the failure of Seller to disclose any information relating to the Property, except as may otherwise be expressly set forth in Section 18 or elsewhere in this Agreement. Notwithstanding anything to the contrary contained herein, Purchaser’s waivers and releases contained in this Agreement shall not apply to, and nothing contained in this Section 7(a) shall constitute a waiver or release by Purchaser with respect to, (A) any claims arising out of Seller’s fraud, (B) any claims arising out of any breach of Seller’s representations, warranties, covenants or obligations specifically set forth in Section 18 or elsewhere in this Agreement or in any of the Closing Documents, (C) any claims made or asserted against Purchaser by any third party (including, without limitation, any applicable governing local, state or federal authority or agency) to the extent that such claims arise out of or in connection with any Hazardous Materials or Hazardous Substances actually brought, placed or released in, on, under or about the Land or the Improvements by Seller or its Related Parties or their respective agents, employees or contractors, or (D) any claims made or asserted against Purchaser by any third party for personal injury or property damage sustained prior to the Closing Date that arise out of or result from occurrences on all or any portion of the Land or the Improvements prior to the Closing Date, but only to the extent such claims do not arise or result from the negligence or willful misconduct of Purchaser or its agents, employees or contractors. As used in this Section the term “affiliates” means, with respect to Seller or any manager, member or partner of Seller, any other entity or person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with Seller or any manager, member or partner of Seller. As used in the previous sentence, “control” means the possession, directly or indirectly, of the power to cause the direction of the management of Seller or any manager, member or partner of Seller, whether through voting securities, by contract, family relationship or otherwise. This release shall forever survive the Closing and the delivery and recording of the Deed. As used herein, the term "“Hazardous Materials" ” or "“Hazardous Substances" ” means (i) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "“hazardous wastes," "” “hazardous materials,” “hazardous substances," "” “toxic substances," "” “pollutants," "” “contaminants," "” “radioactive materials," ”, “toxic pollutants”, or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("“CERCLA"”), 42 U.S.U.S.C. § 9601 et seq.; the Toxic Substance Control Act (“TSCA”), 15 U.S.C. § 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1802; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. § 9601, et seq.; the Clean Water Act (“CWA”), 33 U.S.C. § 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.; the Clean Air Act (“CAA”), 42 U.S.C. § 7401 et seq.; and in any permits, licenses, approvals, plans, rules, regulations or ordinances adopted, or other criteria and guidelines promulgated pursuant to the preceding laws or other similar federal, state or local laws, regulations, rules or ordinances now or hereafter in effect relating to environmental matters (collectively the “Environmental Laws”); and (ii) any other substances, constituents or wastes subject to any applicable federal, state or local law, regulation or ordinance, including any Environmental Law, now or hereafter in effect, including but not limited to (A) petroleum, (B) refined petroleum products, (C) waste oil, (D) waste aviation or motor vehicle fuel and their byproducts, (E) asbestos, (F) lead in water, paint or elsewhere, (G) radon, (H) Polychlorinated Biphenyls (PCB’s), (I) ureaformaldehyde, (J) volatile organic compounds (VOC), (K) total petroleum hydrocarbons (TPH), (L) benzene derivative (BTEX), (M) petroleum byproducts and (N) methane gas or any of its derivatives. Purchaser hereby specifically acknowledges that Purchaser has carefully reviewed this subsection, and discussed its import with legal counsel, is fully aware of its consequences, and that the provisions of this subsection are a material part of this Agreement. Purchaser’s Initials /s/ JDF
(b) Seller has provided to Purchaser certain unaudited historical financial information regarding the Property relating to certain periods of time in which Seller owned the Property. Except as may be otherwise specifically set forth elsewhere in this Agreement or in any of the Closing Documents, Seller makes no representation or warranty that such material is complete or accurate or that Purchaser will achieve similar financial or other results with respect to the operations of the Property, it being acknowledged by Purchaser that Seller’s operation of the Property and allocations of revenues or expenses may be vastly different than Purchaser may be able to attain. Purchaser acknowledges that it is a sophisticated and experienced purchaser of real estate and further that Purchaser has relied upon its own investigation and inquiry with respect to the operation of the Property and releases Seller and the Related Parties from any liability with respect to such historical information. Purchaser’s Initials /s/ JDF
Appears in 1 contract
Samples: Agreement of Sale (Behringer Harvard Opportunity REIT II, Inc.)
As-Is Condition. a. Purchaser acknowledges and agrees that it will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the condition of the Property as of the date of this Agreement Agreement, subject to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Datetear. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition of the Land land or Improvementsany improvements, the presence existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defined below), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against Seller, whether in tort, contract, or otherwise, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property, or arising under the Environmental Laws (as such term is hereinafter defined), or relating in any way to the quality of the indoor or outdoor environment at the Property. This release shall survive the Closing. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous materials," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.
Appears in 1 contract
As-Is Condition. a. Except as may hereinafter be specifically set forth in this Agreement, Purchaser is not relying on Seller having made any inquiry as to the condition of the Property or the Leases. Purchaser acknowledges and agrees that it will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "“AS IS" ” and "“WITH ALL FAULTS" ” based upon the condition of the Property as of the date of this Agreement August 12, 2005, subject to reasonable wear and tear and and, subject to the provisions of Paragraph 6, loss by fire or other casualty or condemnation andfrom August 12, subject to the provisions of Paragraph 6 above, from the date of this Agreement 2005 until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth in Paragraph 19 or elsewhere in this Agreement, neither Seller nor their consultants nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, any implied warranty as to the quality of the construction of the Property or its fitness for use as an apartment project, the condition of the Land or any of the Improvements, whether or not the presence Property is subject to airport corridor noise, the existence or absence nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter definedsuch terms are defined below), the tenants Tenants of the Property or the leases Leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act, the Fair Housing Act of 1968 as amended, or any fire codes, building codes or building health codes. Except with respect to a Claim as defined and as limited pursuant to Paragraph 19d hereof for a breach of any representation, warranty or covenant of Seller under this Agreement, Purchaser hereby releases Seller Seller, which release shall also inure to the benefit of any member, manager, or partner of Seller, FF Development L.P., FF Properties L.P. and their affiliates (collectively referred to herein as the “Related Parties”) from any and all liability in connection with any claims (including but not limited to all health and medical claims) which Purchaser may have against SellerSeller or any of the Related Parties, and Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against SellerSeller or any of the Related Parties, whether in tort, contract, or otherwise, relating directly or indirectly to the condition of the Property, including without limitation (i) claims relating to the existence of asbestos asbestos; (ii) claims attributable to indoor air quality issues, releases from building material and furnishings, releases from cleaning, repairing, or decorating activities, and the operation of heating and cooling systems and humidifiers; or (iii) claims relating to Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property, or arising under the Environmental Laws (as such term is hereinafter defined), or relating in any way to the quality of the indoor or outdoor environment at the Property; or (iv) claims relating to mold, fungus, bacteria and/or other biological growth or biological growth factors, or any other type of indoor contaminants that may exist on the Property; or (v) claims relating to latent or patent construction defects or any implied warranty as to fitness for use as an apartment project; or (vi) claims relating to the failure of Seller to disclose any information relating to the Property, except as may otherwise be expressly set forth in Paragraph 19 or elsewhere in this Agreement. As used in this paragraph the term “affiliates” means, with respect to Seller or any manager, member or partner of Seller, any other entity or person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with Seller or any manager, member or partner of Seller. As used in the previous sentence, “control” means the possession, directly or indirectly, of the power to cause the direction of the management of Seller or any manager, member or partner of Seller, whether through voting securities, by contract, family relationship or otherwise. This release shall forever survive the Closing and the delivery and recording of the Deed. As used herein, the term "“Hazardous Materials" ” or "“Hazardous Substances" ” means (i) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "“hazardous wastes," "” “hazardous materials,” “hazardous substances," "” “toxic substances," "” “pollutants," "” “contaminants," "” “radioactive materials," ”, “toxic pollutants”, or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("“CERCLA"”), 42 U.S.U.S.C. § 9601 et seq.; the Toxic Substance Control Act (“TSCA”), 15 U.S.C. § 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1802; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. § 9601, et seq.; the Clean Water Act (“CWA”), 33 U.S.C. § 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.; the Clean Air Act (“CAA”), 42 U.S.C. § 7401 et seq.; and in any permits, licenses, approvals, plans, rules, regulations or ordinances adopted, or other criteria and guidelines promulgated pursuant to the preceding laws or other similar federal, state or local laws, regulations, rules or ordinance now or hereafter in effect relating to environmental matters (collectively the “Environmental Laws”); and (ii) any other substances, constituents or wastes subject to any applicable federal, state or local law, regulation or ordinance, including any Environmental Law, now or hereafter in effect, including but not limited to (A) petroleum, (B) refined petroleum products, (C) waste oil, (D) waste aviation or motor vehicle fuel and their byproducts, (E) asbestos, (F) lead in water, paint or elsewhere, (G) radon, (H) Polychlorinated Biphenyls (PCB’s), (I) ureaformaldehyde, (J) volatile organic compounds (VOC), (K) total petroleum hydrocarbons (TPH), (L) benzine derivative (BTEX), and (M) petroleum byproducts. Purchaser hereby specifically acknowledges that Purchaser has carefully reviewed this subsection, and discussed its import with legal counsel, is fully aware of its consequences, and that the provisions of this subsection are a material part of this Agreement; PROVIDED, HOWEVER, such release, waiver or discharge shall not apply and shall be of no force or effect for any claims arising out of Seller’s fraud. Purchaser’s Initials
Appears in 1 contract
Samples: Agreement of Sale (Comstock Homebuilding Companies, Inc.)
