As-Is Purchase. Buyer hereby represents and warrants and agrees that (a) except as explicitly set forth herein or in any document executed and delivered by Seller at Closing, there are no representations or warranties of any kind whatsoever, express or implied, made by Seller its agents or its representatives in connection with this Agreement, the purchase of the Property by Buyer, the physical condition of the Property, the square footage or configuration of the Property or whether the Property complies with applicable laws or is appropriate for Buyer’s intended use; (b) on or prior to the Contingency Date and if Buyer’s clears contingencies then continuing through the Closing Date, Buyer will have (or will have chosen not to have) fully investigated the Property and all matters pertaining thereto; (c) except as explicitly set forth herein or in any document executed and delivered by Seller at Closing, Buyer is not relying on any statement or representation of Seller, its agents or its representatives or on any information supplied by Seller, its agents or its representatives; (d) except for the representations , warranties and covenants of Seller set forth herein or in any document executed and delivered by Seller at Closing, Buyer, in entering into this Agreement and in completing its purchase of the Property, is relying entirely on its own investigation of the Property; (e) on or prior to the Contingency Date and if Buyer’s clears contingencies then continuing through the Closing Date, Buyer will be aware (or will have chosen not to be aware) of all zoning regulations, other governmental requirements, site and physical conditions, and other matters affecting the use and condition of the Property; (f) except for the representations, warranties and covenants of Seller set forth herein or in any document executed and delivered by Seller at Closing, Buyer’s election to proceed with the purchase the Property following the Contingency Date on the terms and conditions hereof shall be made solely and exclusively in reliance on Buyer’s own review, inspection and investigation of the Property and of materials, documents, information and studies relating to the Property or the condition of title thereto (including, without limitation, any information obtained through Buyer’s Investigations and/or Physical Testing of the Property); and (g) Buyer shall purchase the Property in its “AS-IS” condition as of the date of Closing with no warranties, express or implied, at law or in equi...
As-Is Purchase. (a) BUYER ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING, LENDER WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE ASSETS, “AS IS, WHERE IS, WITH ALL FAULTS.” BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS OR ORAL WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING LENDER, OWNER, OWNER’S AFFILIATES OR ANY OTHER PERSON. NEITHER LENDER NOR OWNER IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON (TOGETHER WITH OWNER AND OWNER’S AFFILIATES, THE “OWNER PARTIES”), UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS IS, WHERE IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE ASSETS. BUYER, WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, UNDERSTANDS THE SIGNIFICANCE OF EACH AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT LENDER WOULD NOT HAVE AGREED TO SELL THE ASSETS TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.
As-Is Purchase. Developer acknowledges and agrees that it is acquiring the City Property AS IS, WHERE IS, and that the only representations or warranties made by City with respect to the City Property are those set forth in this Agreement and the Deeds by which the City Property will be conveyed. Developer acknowledges that it is accepting the City Property in its AS IS condition, and assumes the risks associated with the condition of the City Property.
As-Is Purchase. 1. US2 acknowledges and agrees that as of April 1, 2017 all inspection and diligence periods with respect to the D-2 Block (except for the parcels which are still occupied as of the Effective Date, for which US2 shall have sixty (60) days after such parcel is vacated to complete its environmental diligence), under the MDDA and otherwise, shall have expired or have been waived, and the D-2 Block is being sold in an “AS IS, WHERE IS” condition and “WITH ALL FAULTS” as of the D-2 Block Closing Date. Except as expressly set forth in this Master LDA, no representations or warranties have been made or are made and no responsibility has been or is assumed by the SRA or the City or by any partner, officer, person, firm, agent, attorney or representative acting or purporting to act on behalf of the SRA or the City as to (i) the condition or state of repair of the X-0 Xxxxx; (ii) the compliance or non-compliance of the D-2 Block with any applicable Laws (including, without limitation, any applicable zoning, building or development codes); (iii) the value, expense of operation, or income potential of the X-0 Xxxxx; (iv) any other fact or condition which has or might affect the D-2 Block, or the condition, state of repair, compliance, value, expense of operation or income potential of the D-2 Block or any portion thereof; (v) whether the D-2 Block contains asbestos, mold, fungus or harmful or toxic substances or pertaining to the extent, location or nature of same; or (vi) any other matter related in any way to the D-2 Block.
As-Is Purchase. Except for the warranties, representations and indemnifications of Seller expressly set forth in this Agreement, Seller hereby specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future, of, as to or concerning (i) the nature and condition of the Property, including, but not by way of limitation, the water, soil, geology, environmental conditions (including the presence or absence of any Hazardous Materials (defined in Section 18.13 below)), and the suitability thereof for any and all activities and uses which Buyer may elect to conduct thereon; (ii) the nature and extent of any right-of-way, possessory interest, lien, encumbrance, restrictions, reservation, covenant or condition affecting the Property; and (iii) the compliance of the Property or its operation with any laws, ordinances or regulations of any government or quasi-governmental body or private associate having jurisdiction over the Property. The sale of the Property as provided for herein is made on an "AS IS" basis, and Buyer expressly acknowledges that, in consideration of the agreements of Seller herein, and except for the warranties and representations of Seller expressly set forth herein, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY.
As-Is Purchase. Developer acknowledges and agrees that it is acquiring the ROW Parcel AS IS, WHERE IS, and that the only representations or warranties made by the City with respect to the ROW Parcel are those set forth in this Agreement and the Deed by which the City will convey the ROW Parcel to Developer. Developer acknowledges that it is accepting the ROW Parcel in its AS IS condition, and assumes the risks associated with the condition thereof.
As-Is Purchase. (1) Prior to the execution of this Contract, Purchaser has been afforded access to books and records of Seller relating to the operation of the Property, the documents referred to in Article IV, and to other information available to Seller with respect thereto. Seller has made no representations or warranties as to the accuracy or completeness of such information except as expressly set forth in SECTION 5.3.
As-Is Purchase. Buyer is thoroughly familiar with the Property, having sold it to Seller pursuant to the Acquisition Agreement. Therefore, except as expressly contained in this Agreement, Buyer agrees to accept the condition of the Property, including specifically without limitation, the environmental and geological condition of the Property, in an "AS-IS" and with "ALL FAULTS" condition. Buyer's acceptance of title to a Lot represents Buyer's acknowledgment and agreement that, except as expressly contained in this Agreement (i) Seller has not made any written or oral representation or warranty of any kind with respect to the Property (including without limitation express or implied warranties of title, merchantability, or fitness for a particular purpose); (ii) Buyer has not relied on any written or oral representation or warranty made by Seller, its agents or employees with respect to the condition or value of the Property; (iii) Buyer has had an adequate opportunity to inspect the condition of the Property, including without limitation, any environmental testing, and to inspect documents applicable thereto, and Buyer is relying solely on such inspection and testing; and (iv) the condition of the Property is fit for Buyer's intended use. Buyer agrees to accept all risk of Claims (including without limitation all Claims under any Environmental Law and all Claims arising at common law, in equity or under a federal, state or local statute, rule or regulation) whether past, present or future, existing or contingent, known or unknown, arising out of, resulting from or relating to the condition of the Property, known or unknown, contemplated or uncontemplated, suspected or unsuspected, including without limitation, the presence of any Hazardous Substance on the Property, whether such Hazardous Substance is located on or under the Property, or has migrated or will migrate from or to the Property.
As-Is Purchase. Except as otherwise expressly provided in this Agreement, if at all, the Real Property is being sold “AS IS – WHERE IS” without warranties or representations of any kind whatsoever, expressed or implied, including, without limitation, physical, structural, zoning and environmental matters. Buyer acknowledges for Buyer and Buyer’s successors and assigns:
As-Is Purchase. (a) The Purchaser acknowledges and agrees that the Subject Assets and all other aspects of the Transaction are being sold and purchased “as-is, where-is”, without any representation, warranty or covenant except as expressly set forth in this Agreement. The Purchaser agrees to exercise its rights to perform Due Diligence on or before the Due Diligence Date and shall rely solely upon its own findings resulting therefrom and not upon any information, documentation, statement or opinion, written or oral, provided by the Vendor or any agent of the Vendor other than the representations and warranties set out in Section 6.1.
