Common use of AS/IS Conveyance Clause in Contracts

AS/IS Conveyance. THE PARTIES AGREE THAT, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE INTERESTS OF THE ANNUAL CONFERENCE IN THE REAL PROPERTY AND PERSONAL PROPERTY SHALL BE CONVEYED TO THE LOCAL CHURCH “AS IS, WHERE IS, WITH ALL FAULTS”, SUCH CONVEYANCES SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF OR WITH RESPECT TO INCOME POTENTIAL, DEVELOPMENT FEASIBILITY, POTENTIAL OR COSTS, OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), AND THE ANNUAL CONFERENCE DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY, EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN. THE LOCAL CHURCH IS NOT RELYING, AND AGREES THAT IT SHALL NOT RELY, UPON ANY REPRESENTATION, INDUCEMENT OR UNPERFORMED PROMISE OF THE ANNUAL CONFERENCE EXCEPT TO THE EXTENT SUCH INDUCEMENT, REPRESENTATION OR UNPERFORMED PROMISE IS EXPRESSLY SET FORTH HEREIN. THE LOCAL CHURCH HAS BEEN IN SOLE AND EXCLUSIVE POSSESSION OF THE REAL PROPERTY AND THE PERSONAL PROPERTY AND IS FULLY AWARE OF ALL FAULTS AND MATTERS RELATING THERETO.

AS/IS Conveyance. PURCHASER ACKNOWLEDGES AND AGREES THAT (i) THE PARTIES AGREE THATPROPERTY IS TO BE PURCHASED BY PURCHASER “AS IS” IN ITS THEN-EXISTING PHYSICAL CONDITION AS OF CLOSING, WITHOUT ANY IMPLIED OR EXPRESS WARRANTY OR REPRESENTATION WHATSOEVER BY SELLER, EXCEPT AS MAY EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE SELLER’S CLOSING DELIVERIES (AS DEFINED IN SECTION 7.2); (ii) CLOSING HEREUNDER WILL BE DEEMED ACCEPTANCE BY PURCHASER OF THE PROPERTY IN ITS THEN EXISTING “AS IS” CONDITION, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (iii) NEITHER SELLER NOR ANY OF SELLER’S EMPLOYEES, AGENTS OR REPRESENTATIVES HAVE MADE ANY WARRANTIES, REPRESENTATIONS OR AGREEMENTS BY OR ON BEHALF OF SELLER NOT EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE SELLER’S CLOSING DELIVERIES AS TO ANY MATTERS CONCERNING THE PROPERTY, THE INTERESTS PRESENT USE OR CONDITION OF THE ANNUAL CONFERENCE PROPERTY, OR THE SUITABILITY OF THE PROPERTY FOR PURCHASER’S INTENDED USE THEREOF. PURCHASER AGREES THAT EXCEPT AS EXPRESSLY REQUIRED IN THIS AGREEMENT AND SUBJECT TO SELLER’S OBLIGATIONS UNDER THE REAL LEASES, SELLER SHALL HAVE NO OBLIGATION WHATSOEVER TO REPAIR OR MAKE IMPROVEMENTS TO THE PROPERTY AND PERSONAL PROPERTY THAT PURCHASER SHALL BE CONVEYED HAVE NO OFFSET OR OTHER RIGHTS AGAINST SELLER RELATING TO THE LOCAL CHURCH “AS IS, WHERE IS, WITH ALL FAULTS”, SUCH CONVEYANCES SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF OR WITH RESPECT TO INCOME POTENTIAL, DEVELOPMENT FEASIBILITY, POTENTIAL OR COSTS, OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), AND THE ANNUAL CONFERENCE DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTYSAME. PURCHASER SPECIFICALLY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1.9, SELLER DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY THIRD-PARTY REPORTS OR OTHER WRITTEN MATERIALS PREPARED BY THIRD PARTIES WHICH MAY BE EXPRESSLY SET FORTH HEREIN. THE LOCAL CHURCH IS NOT RELYINGDISCLOSED BY OR DELIVERED BY SELLER TO PURCHASER, AND AGREES THAT IT SHALL PURCHASER HAS NOT RELY, UPON RELIED AND WILL NOT RELY IN ANY REPRESENTATION, INDUCEMENT OR UNPERFORMED PROMISE OF WAY ON ANY SUCH MATERIALS. PURCHASER IS RELYING AND WILL RELY SOLELY ON PURCHASER’S OWN INSPECTIONS AND DUE DILIGENCE IN PROCEEDING TO PURCHASE THE ANNUAL CONFERENCE EXCEPT TO THE EXTENT SUCH INDUCEMENT, REPRESENTATION OR UNPERFORMED PROMISE IS EXPRESSLY SET FORTH HEREIN. THE LOCAL CHURCH HAS BEEN IN SOLE AND EXCLUSIVE POSSESSION OF THE REAL PROPERTY AND THE PERSONAL PROPERTY AND IS FULLY AWARE OF ALL FAULTS AND MATTERS RELATING THERETOPROPERTY.

AS/IS Conveyance. THE PARTIES AGREE BUYER AGREES THAT, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENTUPON THE CLOSING THEREOF, THE INTERESTS OF THE ANNUAL CONFERENCE IN THE REAL PROPERTY AND PERSONAL PROPERTY BUYER SHALL BE CONVEYED DEEMED TO HAVE ACCEPTED THE LOCAL CHURCH APPLICABLE PROPERTY IN ITS THEN EXISTING CONDITION, “AS IS, WHERE IS, IS AND WITH ALL FAULTS”, SUCH CONVEYANCES SHALL BE ” WITHOUT REPRESENTATION OR WARRANTY OF ANY KINDKIND OR NATURE BY SELLER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE APPLICABLE TRANSFER DOCUMENTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH CLOSING (“CLOSING DOCUMENTS”), IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF OR IMPLIED, WITH RESPECT TO INCOME POTENTIALTHE PROPERTIES, DEVELOPMENT FEASIBILITYINCLUDING, POTENTIAL BUT NOT LIMITED TO, ANY WARRANTIES OR COSTS, OPERATING EXPENSES, USESREPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE)PURPOSE OR AS TO THE PHYSICAL, STRUCTURAL OR ENVIRONMENTAL CONDITION OF THE PROPERTIES, THE VALUE OF THE PROPERTIES, THE STATUS OF TITLE TO THE PROPERTIES OR THEIR COMPLIANCE WITH LAWS, OR ANY OTHER FACT OR MATTER AFFECTING OR RELATING TO THE PROPERTIES OR THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ANNUAL CONFERENCE DOES HEREBY DISCLAIM AND RENOUNCE PROPERTIES OR RELATING Master Purchase and Sale Agreement MT – Louisville, Kentucky; Rockford, Illinois THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTIES OR ANY SUCH REPRESENTATION OF THE SELLER’S DILIGENCE MATERIALS) MADE OR WARRANTYFURNISHED BY SELLER, EXCEPT AS MAY BE EXPRESSLY THE MANAGERS OF THE PROPERTIES, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH HEREININ THIS AGREEMENT OR IN THE CLOSING DOCUMENTS. BUYER ALSO ACKNOWLEDGES THAT THE LOCAL CHURCH IS NOT RELYING, PURCHASE PRICE REFLECTS AND AGREES TAKES INTO ACCOUNT THAT IT SHALL NOT RELY, UPON ANY REPRESENTATION, INDUCEMENT OR UNPERFORMED PROMISE OF THE ANNUAL CONFERENCE EXCEPT TO THE EXTENT SUCH INDUCEMENT, REPRESENTATION OR UNPERFORMED PROMISE IS EXPRESSLY SET FORTH HEREIN. THE LOCAL CHURCH HAS BEEN IN SOLE AND EXCLUSIVE POSSESSION OF THE REAL PROPERTY AND THE PERSONAL PROPERTY AND IS FULLY AWARE OF ALL FAULTS AND MATTERS RELATING THERETOPROPERTIES ARE BEING SOLD “AS-IS.”

AS/IS Conveyance. BUYER HEREBY ACKNOWLEDGES THAT IT OCCUPIES A PORTION OF THE PARTIES AGREE PROPERTY PURSUANT TO THE ZENITH LEASE AND IS FAMILIAR WITH THE PROPERTY, ITS OPERATIONS AND TENANTS. BUYER HEREBY AGREES THAT, EXCEPT AS MAY UPON THE CLOSE OF ESCROW, BUYER SHALL CONCLUSIVELY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, DEEMED TO HAVE ACCEPTED THE INTERESTS OF THE ANNUAL CONFERENCE IN THE REAL PROPERTY AND PERSONAL PROPERTY SHALL BE CONVEYED TO THE LOCAL CHURCH “AS IS, WHERE IS, WITH ALL FAULTS”, SUCH CONVEYANCES SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KINDKIND OR NATURE WHATSOEVER EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES IN SECTION 6.2 OF THIS AGREEMENT (“SELLER’S WARRANTIES”). AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF OR BUYER AGREES TO ACCEPT THE PROPERTY ON AN “AS IS” AND “WHERE IS” BASIS, WITH RESPECT TO INCOME POTENTIAL, DEVELOPMENT FEASIBILITY, POTENTIAL OR COSTS, OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE)ALL FAULTS, AND THE ANNUAL CONFERENCE DOES HEREBY DISCLAIM AND RENOUNCE WITHOUT ANY SUCH REPRESENTATION OR WARRANTY, ALL OF WHICH SELLER HEREBY DISCLAIMS, EXCEPT FOR SELLER’S WARRANTIES. EXCEPT FOR SELLER’S WARRANTIES, NO WARRANTY OR REPRESENTATION IS MADE BY SELLER AS MAY BE EXPRESSLY SET FORTH HEREINTO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION OR INCOME, COMPLIANCE WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF DEFECTS, ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCES, ABSENCE OF FAULTS, FLOODING, OR COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT. BUYER ACKNOWLEDGES THAT BUYER HAS ENTERED INTO THIS AGREEMENT WITH THE LOCAL CHURCH INTENTION OF MAKING AND RELYING UPON ITS OWN KNOWLEDGE OF AND INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC USE, COMPLIANCE, AND LEGAL CONDITION OF THE PROPERTY AND THAT, OTHER THAN THE SELLER’S WARRANTIES, BUYER IS NOT NOW RELYING, AND AGREES THAT IT SHALL WILL NOT LATER RELY, UPON ANY REPRESENTATIONREPRESENTATIONS AND WARRANTIES MADE BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT, INDUCEMENT BY, THROUGH OR UNPERFORMED PROMISE OF UNDER OR ON SELLER’S BEHALF CONCERNING THE ANNUAL CONFERENCE EXCEPT TO THE EXTENT SUCH INDUCEMENT, REPRESENTATION OR UNPERFORMED PROMISE IS EXPRESSLY SET FORTH HEREINPROPERTY. THE LOCAL CHURCH HAS BEEN IN SOLE PROVISIONS OF THIS SECTION 7 SHALL SURVIVE INDEFINITELY THE CLOSE OF ESCROW OR TERMINATION OF THIS AGREEMENT AND EXCLUSIVE POSSESSION OF SHALL NOT BE MERGED INTO THE REAL PROPERTY AND THE PERSONAL PROPERTY AND IS FULLY AWARE OF ALL FAULTS AND MATTERS RELATING THERETODEED OR ANY OTHER CLOSING DOCUMENTS.

AS/IS Conveyance. THE PARTIES AGREE BUYER AGREES THAT, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENTUPON THE CLOSING THEREOF, THE INTERESTS OF THE ANNUAL CONFERENCE IN THE REAL PROPERTY AND PERSONAL PROPERTY BUYER SHALL BE CONVEYED DEEMED TO HAVE ACCEPTED THE LOCAL CHURCH APPLICABLE PROPERTY IN ITS THEN EXISTING CONDITION, “AS IS, WHERE IS, IS AND WITH ALL FAULTS”, SUCH CONVEYANCES SHALL BE ” WITHOUT REPRESENTATION OR WARRANTY OF ANY KINDKIND OR NATURE BY SELLER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE APPLICABLE TRANSFER DOCUMENTS. WITHOUT IN ANY MANNER LIMITING THE GENERALITY OF THE FOREGOING, EXPRESS OR IMPLIED BUYER ACKNOWLEDGES THAT THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT SHALL SIGNIFY THAT BUYER AND IT AND ITS REPRESENTATIVES HAVE FULLY INSPECTED THE PROPERTY, AND THE LEASES AND ARE FULLY FAMILIAR WITH THE FINANCIAL AND PHYSICAL (INCLUDING INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL) CONDITION THEREOF, AND THAT THE PROPERTIES WILL BE PURCHASED BY BUYER NOT IN RELIANCE ON ANY AGREEMENT, UNDERSTANDING, CONDITION, WARRANTY (INCLUIDING, WITHOUT LIMITATION, WARRANTIES OF OR WITH RESPECT TO INCOME POTENTIAL, DEVELOPMENT FEASIBILITY, POTENTIAL OR COSTS, OPERATING EXPENSES, USESHABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE)) OR REPRESENTATION MADE BY SELLER OR ANY AGENT, EMPLOYEE, MEMBER, OFFICER OR PRINCIPAL OF SELLER OR ANY OTHER PARTY (EXCEPT FOR REPRESENTATIONS EXPRESSLY PROVIDED IN THIS AGREEMENT AND IN THE ANNUAL CONFERENCE DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION DEED TO BE DELIVERED AT CLOSING) AS TO THE FINANCIAL OR WARRANTY, EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN. THE LOCAL CHURCH IS NOT RELYING, AND AGREES THAT IT SHALL NOT RELY, UPON ANY REPRESENTATION, INDUCEMENT OR UNPERFORMED PROMISE PHYSICAL CONDITION OF THE ANNUAL CONFERENCE EXCEPT PROPERTIES OR THE AREAS SURROUNDING THE PROPERTIES, OR AS TO ANY OTHER MATTER WHATSOVER. BUYER SHALL ACCEPT THE EXTENT SUCH INDUCEMENT, REPRESENTATION OR UNPERFORMED PROMISE PROPERTIES AT THE TIME OF CLOSING IN SUBSTANTIALLY THE SAME CONDITION AS THE SAME IS EXPRESSLY SET FORTH HEREIN. THE LOCAL CHURCH HAS BEEN IN SOLE AND EXCLUSIVE POSSESSION AS OF THE REAL PROPERTY EFFECTIVE DATE, AS SUCH CONDITION SHALL HAVE CHANGED BY REASON OF NORMAL WEAR AND THE PERSONAL PROPERTY TEAR AND IS FULLY AWARE OF ALL FAULTS AND MATTERS RELATING THERETO.NATURAL DETERIORATION. Master Purchase and Sale Agreement Walgreens—10 Pack