As-Is Purchase Sample Clauses
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As-Is Purchase. Except as otherwise provided in this Agreement, Buyer agrees that, there are no representations or warranties made by, or on behalf of, Seller in connection with this Agreement or as to any matters concerning the Property, including but not limited to the condition, acreage, topography, climate, water, water rights, utilities, present or future zoning or entitlement, soil, subsoil, hazardous materials (including without limitation asbestos), the purpose for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. The Property will be sold by Seller and purchased by Buyer “AS IS AND WITH ALL FAULTS” and without representation by Seller, and no patent or latent condition affecting the Property in any way, whether known or unknown, discoverable or hereafter discovered, shall affect any of Buyer’s obligations contained in this Agreement or give rise to any right of damages, liability, claim, rescission or otherwise against Seller, except as otherwise provided herein. Buyer is an experienced and knowledgeable Nevada public charter school and will be relying solely upon Buyer’s own inspections, investigations and analysis of the Property in purchasing the Property, and except as otherwise provided in this Agreement, is not relying in any way upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or its representatives, whether oral or written, express or implied, of any nature whatsoever regarding any of the foregoing matters. Buyer specifically acknowledges and agrees that Seller is selling and Buyer is purchasing the Property on an “AS IS, WITH ALL FAULTS” basis and that Buyer is not relying on any representations or warranties of any kind whatsoever, express or implied, from Seller, its agents or brokers as to any matters concerning the Property, except as expressly set forth in this Agreement, including, without limitation: (i) the quality, nature, adequacy and physical condition and aspects of the Property, including, but not limited to, appurtenances, access, sewage and utility systems, and the square footage of the Property, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habit...
As-Is Purchase. BUYER AND ITS REPRESENTATIVES, PRIOR TO THE DATE OF CLOSING, WILL HAVE BEEN AFFORDED THE OPPORTUNITY TO MAKE SUCH INSPECTIONS OF THE PROPERTY AND MATTERS RELATED THERETO AS BUYER, AND ITS REPRESENTATIVES DESIRE. BUYER ACKNOWELDGES AND AGREES THAT THE PROPERTY IS TO BE SOLD TO AND ACCEPTED BY BUYER IN AN “AS IS” CONDITION WITH ALL FAULTS. SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO THE CONDIITON OF THE PROPERTY OR ANY ENVIRONMENTAL INFORMATION REGARDING THE PROPERTY. OTHER THAN AS PROVIDED IN SECTION 15—SELLER’S REPRESENTATIONS AND WARRANTIES, SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY; IN PARTICULAR, BUT WITHOUT LIMITATION, SELLER MAKES NO REPRESNTATIONS OR WARRANTIES WITH RESPECT TO THE USE, CONDITION, TITLE, OCCUPATION OR MANAGEMENT OF THE PROPERTY, OR COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS, REQUIREMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD). BUYER ACKNOWLEDGES THAT IT IS ENTERING INTO THIS AGREEMENT ON THE BASIS OF BUYER’S OWN INVESTIGATION OF THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTY, INCLUDING THE SUBSURFACE CONDITIONS, AND BUYER ASSUMES THE RISK THAT ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS MAY NOT HAVE BEEN REVEALED BY ITS INVESTIGATION. BUYER ACKNOWLEDGES THAT NOTWITHSTANDING ANY PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN REPRESENTATIONS, STATEMENTS, DOCUMENTS OR UNDERSTANDINGS, THIS AGREEMENT CONTITUTES THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THE PURCHASE AND SALE OF THE PROPETY AND SUPERSEDES ANY SUCH PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN REPRESNTATIONS, STATEMENTS, DOCUMENTS OR UNDERSTANDINGS.
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. 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. Buyer acknowledges that prior to the Effective Date it will has had the opportunity to inspect the Property and observe the physical characteristics and condition of the Property and any and all other matters, as to, concerning or with respect to any matter whatsoever relating to the Property or this Agreement or of concern to Buyer (“Property Condition”), including, but not limited to: title; the environmental condition of the Property (including the presence or absence of Hazardous Materials (as defined below) in, on, or about the Property); water, soil, pest and geological conditions of the Property; the Leases; the Contracts; the financial condition of the Property; the suitability of the Property for any and all activities and/or uses which may be conducted thereon; the compliance of or by the Property with any and all laws, rules, ordinances or regulations of any applicable governmental authority or body (including environmental, zoning, building codes, and the status of any development or use rights respecting the Property); the availability of permits, licenses and approvals respecting the Property; the economic or engineering feasibility of any alteration or renovation of the Property that may be contemplated by Buyer; the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; and the physical condition of the Improvements, including construction defects, deferred maintenance, and other adverse physical conditions or defects. Buyer further acknowledges and agrees that except for any representations, warranties or agreements made by Seller herein, neither Seller nor any of Seller’s employees, agents or representatives have made any representations, warranties or agreements, express or implied, by or on behalf of Seller as to any matters concerning the Property Condition. Except as otherwise expressly set forth in this Agreement, Seller disclaims any and all such statements and representations and Buyer agrees that any inaccuracy or deficiency in information, advice or documents given to Buyer shall be solely the responsibility and risk of Buyer, and shall not be chargeable in any respect to Seller. Buyer acknowledges that it is not relying on any statement or representation, whether express or implied, oral or written, that has been made or that in the future may be made by Seller or any of Seller’s employees, agents, attorneys or representatives concerning the Property Condition. Buyer here...
As-Is Purchase. PURCHASER HEREBY ACKNOWLEDGES, REPRESENTS, WARRANTS, COVENANTS AND AGREES THAT AS A MATERIAL INDUCEMENT TO SELLER TO EXECUTE AND ACCEPT THIS AGREEMENT AND IN CONSIDERATION OF THE PERFORMANCE BY SELLER OF ITS DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT, THE SALE OF THE PROPERTY HEREUNDER IS AND WILL BE MADE ON AN “AS IS, WHERE IS, AND WITH ALL FAULTS” BASIS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE 3, AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE 3, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT LIMITATION:
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 ▇-▇ ▇▇▇▇▇; (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 ▇-▇ ▇▇▇▇▇; (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. 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. Except as expressly set forth in this Agreement (including, without limitation, Articles III, IV, VIII, and X), ▇▇▇▇▇ acknowledges and agrees that Buyer is acquiring the Purchased Assets in its “AS IS” condition, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, all of which are
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;