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.