As-Is Purchase. Buyer acknowledges that it is purchasing the Property in reliance solely on: (i) Buyer's inspection of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts the Property and all matters relating to the Property in their "as is" condition or status as of the Closing Date, including such matters as: soils and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation of Seller not explicitly set forth in this Agreement.
As-Is Purchase. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, (i) THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS-IS" AND "WITH ALL FAULTS" BASIS, AND (ii) SELLER HAS NO OBLIGATIONS TO MAKE ANY REPAIRS, REPLACEMENTS OR IMPROVEMENTS. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT, BUYER AGREES THAT IT WILL ACCEPT THE PROPERTY FROM AND AFTER CLOSING, IN ITS THEN 9/12/2013 12:02 PM EXISTING CONDITION "AS-IS" AND "WITH ALL FAULTS", INCLUDING WITHOUT LIMITATION, ANY FAULTS AND CONDITIONS SPECIFICALLY REFERENCED IN THIS AGREEMENT. NO PERSON ACTING ON BEHALF OF SELLER OR ANY OTHER SELLER PARTY IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF, BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT (AND THE EXHIBITS ATTACHED HERETO), SELLER AND ALL OTHER SELLER PARTIES HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO:
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. Except as expressly set forth in this Agreement (including, without limitation, Articles III, IV, VIII, and X), Xxxxx 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 hereby waived and disclaimed by Xxxxx; provided, however, that such waiver and disclaimer shall not, and does not, relieve Seller from any liability for breach of any representation or warranty set forth herein. Other than as expressly set forth herein, Seller or its any agents, representatives, or employees of Seller have not made any representations or warranties, direct or indirect, oral or written, express or implied, to Buyer or any agents, representatives, or employees of Buyer with respect to the condition of the Purchased Assets, its fitness for any particular purpose, or its compliance with any laws. The provisions of this Section 2.07 shall survive the Closing.
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:
