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 agrees on behalf of itself expressly acknowledges 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 followingagrees: (a) any possibility that Seller has previously delivered or made available to Buyer and Buyer's representatives for their review and inspection all plans, drawings, reports and other documents with respect to the construction and/or use Property which are in Seller's possession and which represent Seller's good faith identification, after reasonable investigation of its files, of those documents determined by Seller as likely to be of material concern to a prudent purchaser 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 otherwiseProperty; (b) Seller is not making, has not made and expressly disclaims any possibility representation or warranty, express or implied, that construction such documents delivered by Seller or other defects may exist made available for Buyer's review and inspection constitute all of the documents and information in Seller's files relating to the PropertyProp erty; (c) any possibility Buyer has made (or by the Contingency Date will make) such independent factual, physical and legal examinations and inquiries as Buyer deems necessary and desirable with respect to the Property and the transaction contemplated by this Agreement; (d) Buyer is specifically purchasing the Property on an "AS-IS WITH ALL FAULTS BASIS" and is relying solely upon Buyer's own independent factual, physical and legal investigations, examina tions and inquiries and the materials and information prepared by Buyer or by third parties at Buyer's request in determining that the Property and each portion thereof is contaminated suitable and adequate in all respects for any and all activities and uses which Buyer may elect to conduct thereon; (e) Except as provided in this Agreement, Seller is not making, has not made and expressly disclaims any representation, warranty or other assurance whatsoever with Hazardous Materialsrespect to the Property or any condition or feature thereof, including without limitation, any representa tion, warranty or assurance regarding the validity or accuracy of any documents (or the date contained therein) delivered by Seller to Buyer or made available for Buyer's review and inspection; (f) Buyer shall verify the accuracy and reliability of such documents and date with the third parties who prepared the same; and (dg) any possibility that Buyer is (or by the leased equipment is not currently Contingency Date will be) fully acquainted with the nature and condition, in the condition required under the terms all respects, of the applicable equipment leaseProperty, including the existence or availability of all permits and approvals from governmental authorities and the soil and geology thereof. Without limiting The provisions of this Paragraph 7.2 shall survive the generality Close 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 operationsEscrow.

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.