Common use of AS/IS Conveyance Clause in Contracts

AS/IS Conveyance. Buyer agrees on behalf of itself and its designees, successors and assigns that, upon the Closing, except as otherwise provided in this Agreement and in the Seller Conveyancing Documents, any Person to whom any Property shall be conveyed shall conclusively be deemed to have accepted such Property in its then existing condition, “AS IS, WHERE IS AND WITH ALL FAULTS” without representation or warranty of any kind or nature whatsoever and with all faults and problems of any kind and/or nature whatsoever that may then exist, whether the same are of a legal nature, a physical nature, or otherwise and whether they are known or unknown to such Person and whether or not such faults are latent or capable of being discovered at or prior to Closing. Buyer further acknowledges that such existing conditions, faults, and problems include or may include (by way of illustration only, and without in any way limiting the generality of the foregoing) the following: (a) any possibility that the construction and/or use of the Property may not be in accordance with applicable statutes, ordinances, rules, regulations, building codes, zoning restrictions, master plan restrictions, or administrative or judicial orders or holdings, whether or not appearing in the public records or in material, if any, supplied to Buyer by any Seller or otherwise; (b) any possibility that construction or other defects may exist in the Property; (c) any possibility that the Property is contaminated with Hazardous Materials; and (d) any possibility that the leased equipment is not currently in the condition required under the terms of the applicable equipment lease. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, except as otherwise provided in this Agreement and in the Seller Conveyancing Documents, it is acquiring the Properties pursuant to this Agreement based solely on Buyer’s own evaluation of the Properties’ condition and past and future financial performance. Buyer represents, warrants and acknowledges that it is experienced in the ownership and/or operation of senior living properties, that it is competent to evaluate the physical and operational condition and prospects of the Properties, that it has had the opportunity to conduct due diligence on the Properties and to satisfy itself as to the condition and quality of operations thereof, and that it has satisfied itself as to such condition and quality of operations.

AS/IS Conveyance. Except as expressly set forth in this Agreement and in the Seller Conveyancing Documents, Buyer agrees on behalf of itself and its designees, successors and assigns that, upon the Closing, except as otherwise provided in this Agreement and in the Seller Conveyancing Documents, any Person to whom any Property shall be conveyed shall conclusively be deemed to have accepted such Property in its then existing condition, “AS IS, WHERE IS AND WITH ALL FAULTS” without representation or warranty of any kind or nature whatsoever and with all faults and problems of any kind and/or nature whatsoever that may then exist, whether the same are of a legal nature, a physical nature, or otherwise and whether they are known or unknown to such Person and whether or not such faults are latent or capable of being discovered at or prior to Closing. Sellers and Buyer acknowledge that this basis upon which the Properties are being sold was a material factor in reaching an agreement on the Purchase Price. Without limiting Sellers’ representations and warranties expressly set forth in this Agreement or in the Seller Conveyancing Documents, Buyer further acknowledges that such existing conditions, faults, and problems include or may include (by way of illustration only, and without in any way limiting the generality of the foregoing) the following: (a) any possibility that the construction and/or use of the Property may not be in accordance with applicable statutes, ordinances, rules, regulations, building codes, zoning restrictions, master plan restrictions, or administrative or judicial orders or holdings, whether or not appearing in the public records or in material, if any, supplied to Buyer by any Seller or otherwise; (b) any possibility that construction or other defects may exist in the Property; (c) any possibility that the Property is contaminated with Hazardous Materials; and (d) any possibility that the leased equipment Leased Equipment is not currently in the condition required under the terms of the applicable equipment leaseEquipment Lease. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, except as otherwise provided further without limiting Sellers’ representations and warranties expressly set forth in this Agreement and or in the Seller Conveyancing Documents, Buyer acknowledges and agrees that it is acquiring the Properties pursuant to this Agreement based solely on Buyer’s own evaluation of the Properties’ condition and past and future financial performance. Buyer represents, warrants and acknowledges that it is experienced in the ownership and/or operation of senior living golf course properties, that it is competent to evaluate the physical and operational condition and prospects of the Properties, that it has had the opportunity to conduct due diligence on the Properties and to satisfy itself as to the condition and quality of operations thereof, and that it has satisfied itself as to such condition and quality of operations.

AS/IS Conveyance. Except as expressly set forth in this Agreement and in the Seller Conveyancing Documents, Buyer agrees and EAGL agree on behalf of itself themselves and its their respective designees, successors and assigns that, upon the Closing, except as otherwise provided in this Agreement and in the Seller Conveyancing Documents, any Person to whom any Property shall be conveyed shall conclusively be deemed to have accepted such Property in its then existing condition, “AS IS, WHERE IS AND WITH ALL FAULTS” without representation or warranty of any kind or nature whatsoever and with all faults and problems of any kind and/or nature whatsoever that may then exist, whether the same are of a legal nature, a physical nature, or otherwise and whether they are known or unknown to such Person and whether or not such faults are latent or capable of being discovered at or prior to Closing. Without limiting Sellers’ and Operator’s representations and warranties expressly set forth in this Agreement or in the Seller Conveyancing Documents, Buyer and EAGL further acknowledges acknowledge that such existing conditions, faults, and problems include or may include (by way of illustration only, and without in any way limiting the generality of the foregoing) the following: (a) any possibility that the construction and/or use of the Property may not be in accordance with applicable statutes, ordinances, rules, regulations, building codes, zoning restrictions, master plan restrictions, or administrative or judicial orders or holdings, whether or not appearing in the public records or in material, if any, supplied to Buyer or EAGL by any Seller or Operator, or otherwise; (b) any possibility that construction or other defects may exist in the Property; (c) any possibility that the Property is contaminated with Hazardous Materials; and (d) any possibility that the leased equipment Leased Equipment is not currently in the condition required under the terms of the applicable equipment leaseEquipment Lease. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, except as otherwise provided further without limiting Sellers’ and Operator’s representations and warranties expressly set forth in this Agreement and or in the Seller Conveyancing Documents, it is Buyer and EAGL acknowledge and agree that they are acquiring the Properties Property to be conveyed to them pursuant to this Agreement based solely on Buyer’s their own evaluation of the Properties’ Property’s condition and past and future financial performance, that Sellers and Operator own and operate the Golf Course Properties as one of many golf course properties they own and operate, and that Sellers and Operator obtain certain benefits as a result of owning and operating many golf course properties that Buyer and EAGL may or may not be able to obtain. Buyer and EAGL each represents, warrants and acknowledges that it is experienced in the ownership and/or operation of senior living golf course properties, that it is competent to evaluate the physical and operational condition and prospects of the PropertiesProperty, that it has had the opportunity to conduct due diligence on the Properties Property and to satisfy itself as to the condition and quality of operations thereof, and that it has satisfied itself as to such condition and quality of operations.

AS/IS Conveyance. Buyer acknowledges that except for Seller Liabilities neither Seller nor its employees, agents or representatives have made any representation or warranty as to the condition of the Property, and none of the same shall have any liability with respect to the value, uses, habitability, condition, design, operation, financial condition or prospects, or fitness for purpose or use of the Property, or any part thereof, or any other aspect, portion or component of the Property. Buyer hereby agrees on behalf of itself and its designees, successors and assigns that, upon the ClosingClosing Date, except as otherwise provided in this Agreement and in the for Seller Conveyancing DocumentsLiabilities, any Person to whom any Property shall be conveyed Buyer shall conclusively be deemed to have accepted such the Property in its then existing condition, “"AS IS, WHERE IS AND WITH ALL FAULTS” " without representation or warranty of any kind or nature whatsoever whatsoever, and with all faults and problems of any kind and/or nature whatsoever that may then exist, whether the same are of a legal nature, a physical nature, or otherwise and whether they are known or unknown to such Person and whether or not such faults are latent or capable of being discovered at or prior to Closingotherwise. Buyer further acknowledges that such existing conditions, faults, and problems include or may include (by way of illustration only, and without in any way limiting the generality of the foregoing) the following: (a) any possibility that the construction and/or use of the Property may not be in accordance with applicable statutes, ordinances, rules, regulations, building codes, zoning restrictions, master plan restrictions, or administrative or judicial orders or holdings, whether or not appearing in the public records or in materialmaterial supplied to Buyer by Seller, if any, supplied to Buyer by any Seller or otherwise; (b) any possibility that construction or other defects may exist in the Property; and (c) any possibility that the Property is contaminated with Hazardous Materials; and (d) hazardous materials. Further, Buyer shall have no liability for any possibility that latent, hidden, or patent defect as to the leased equipment is not currently in Property or the condition required under the terms failure of the Property, or any part thereof, to comply with any applicable equipment leaselaws and regulations. Without limiting the generality of the foregoingExcept Seller Liabilities, Buyer acknowledges and agrees that, except as otherwise provided in that the information and materials made available to Buyer under this Agreement (and any other information Buyer may have obtained regarding in any way any of the Property, including without limitation, its operations or its financial history or prospects from Seller Conveyancing Documentsor its agents, it employees or other representatives but not including information prepared by Seller) is acquiring delivered to Buyer as a courtesy, without representation or warranty as to its accuracy or completeness and not as an inducement to acquire the Properties pursuant Project; that nothing contained in any deliveries of information shall constitute or be deemed to this Agreement based solely on be a guarantee, representation or warranty, express or implied, in any regard as to any of the Property; and that Buyer shall, at Buyer’s 's sole cost and expense, conduct and rely exclusively upon its own independent investigation and evaluation of the Properties’ condition Property and past and future financial performance. Buyer represents, warrants and acknowledges that it is experienced in the ownership and/or operation of senior living properties, that it is competent to evaluate the physical and operational condition and prospects of the Properties, that it has had the opportunity to conduct due diligence on the Properties and to satisfy itself as to the condition and quality of operations thereof, and that it has satisfied itself as to such condition and quality of operationstransaction contemplated by this Agreement.

AS/IS Conveyance. Buyer acknowledges that except for Seller Liabilities, neither Seller nor its employees, agents or representatives have made any representation or warranty as to the condition of the Property, and none of the same shall have any liability with respect to the value, uses, habitability, condition, design, operation, financial condition or prospects, or fitness for purpose or use of the Property, or any part thereof, or any other aspect, portion or component of the Property. Buyer hereby agrees on behalf of itself and its designees, successors and assigns that, upon the ClosingClosing Date, except as otherwise provided in this Agreement and in the for Seller Conveyancing DocumentsLiabilities, any Person to whom any Property shall be conveyed Buyer shall conclusively be deemed to have accepted such the Property in its then existing condition, “"AS IS, WHERE IS AND WITH ALL FAULTS” " without representation or warranty of any kind or nature whatsoever whatsoever, and with all faults and problems of any kind and/or nature whatsoever that may then exist, whether the same are of a legal nature, a physical nature, or otherwise and whether they are known or unknown to such Person and whether or not such faults are latent or capable of being discovered at or prior to Closingotherwise. Buyer further acknowledges that such existing conditions, faults, and problems include or may include (by way of illustration only, and without in any way limiting the generality of the foregoing) the following: (a) any possibility that the construction and/or use of the Property may not be in accordance with applicable statutes, ordinances, rules, regulations, building codes, zoning restrictions, master plan restrictions, or administrative or judicial orders or holdings, whether or not appearing in the public records or in materialmaterial supplied to Buyer by Seller, if any, supplied to Buyer by any Seller or otherwise; (b) any possibility that construction or other defects may exist in the Property; and (c) any possibility that the Property is contaminated with Hazardous Materials; and (d) hazardous materials. Further, Buyer shall have no liability for any possibility that latent, hidden, or patent defect as to the leased equipment is not currently in Property or the condition required under the terms failure of the Property, or any part thereof, to comply with any applicable equipment leaselaws and regulations. Without limiting the generality of the foregoingExcept Seller Liabilities, Buyer acknowledges and agrees that, except as otherwise provided in that the information and materials made available to Buyer under this Agreement (and any other information Buyer may have obtained regarding in any way any of the Property, including without limitation, its operations or its financial history or prospects from Seller Conveyancing Documentsor its agents, it employees or other representatives but not including information prepared by Seller) is acquiring delivered to Buyer as a courtesy, without representation or warranty as to its accuracy or completeness and not as an inducement to acquire the Properties pursuant Project; that nothing contained in any deliveries of information shall constitute or be deemed to this Agreement based solely on be a guarantee, representation or warranty, express or implied, in any regard as to any of the Property; and that Buyer shall, at Buyer’s 's sole cost and expense, conduct and rely exclusively upon its own independent investigation and evaluation of the Properties’ condition Property and past and future financial performance. Buyer represents, warrants and acknowledges that it is experienced in the ownership and/or operation of senior living properties, that it is competent to evaluate the physical and operational condition and prospects of the Properties, that it has had the opportunity to conduct due diligence on the Properties and to satisfy itself as to the condition and quality of operations thereof, and that it has satisfied itself as to such condition and quality of operationstransaction contemplated by this Agreement.