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, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
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 it 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 limitationreliance solely on: (i) Buyer's inspection of the qualityReal Property, naturethe 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, adequacy 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 aspects 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, appurtenancesvalue, accesstitle, sewage income, feasibility, cost, marketing and utility systems, investment return. Buyer acknowledges and the square footage agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property, (ii) the quality, nature, adequacy, . Buyer warrants and physical condition of soils, geology represents that it has not relied upon 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, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permitswill not rely upon, either temporary directly or final certificates of occupancy indirectly, any warranty or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf representation of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used explicitly set forth in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.
Appears in 2 contracts
Samples: Agreement for Purchase and Sale (Apple Residential Income Trust Inc), Agreement for Purchase and Sale (Apple Residential Income Trust Inc)
As-Is Purchase. Except as otherwise provided in this Agreement(a) Purchaser acknowledges, Buyer agrees thatrepresents and warrants (i) that any information ("INFORMATION") supplied or made available by Seller, there are no representations whether written or warranties made byoral, or on behalf ofin the form of maps, Seller in connection with this Agreement surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications or as any other information whatsoever, without exception, pertaining to the Real Estate, any and all records, and other documents pertaining to the use and occupancy of the Real Estate, income thereof, the cost and expense of maintenance thereof, and any and all other matters concerning the Property, including but not limited to the condition, acreagesuitability, topographyintegrity, climatemarketability, watercompliance with law, water rights, utilities, present or future zoning other attributes 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 aspects of the Property in purchasing the PropertyReal Estate, and except as otherwise provided in this Agreementor any part thereof, is furnished to Purchaser solely as a courtesy and shall not relying in any way upon any constitute a representation or warranty of Seller; (ii) THE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; and (iii) other than the 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 covenants and agreements made and 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, includingno representations, whether written or oral, have been made by Seller, or its agents or employees in order to induce Purchaser to enter into this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real Estate.
(b) Purchaser acknowledges, represents and warrants that as of the Closing, Purchaser will be familiar with the Real Estate and will have made such independent investigations as Purchaser deems necessary or appropriate concerning the Real Estate. If Purchaser elects to proceed with the purchase of the Real Estate, any objections which Purchaser may have with respect to the Real Estate shall be waived by Purchaser. Except as specifically made and set forth in this Agreement, Seller makes no representations or warranties and specifically disclaims any representation, warranty or guarantee, oral or written, past, present or future with respect to the physical condition or any other aspect of the Real Estate, including without limitation: (i) the quality, nature, adequacy and physical condition and aspects conformity of the PropertyReal Estate to past, current, or future applicable zoning, subdivision, or building code requirements or the compliance with any other laws, rules, ordinances, or regulations of any government or other body, the financial earning capacity or history of the Real Estate, the nature and extent of any right-of-way, lease, possession, lien, encumbrance, license, reservation, condition or otherwise, existence of soil instability, soil additions, conditions of soil fill, susceptibility to undershoring or subsidence, sufficiency of drainage, whether the Real Estate is located wholly or partially in a flood plain or flood hazard boundary or similar area, the existence or non-existence of hazardous waste or other toxic materials of any kind (including without limitation, asbestos and mold), or any other matter effecting the stability or integrity of the Real Estate.
(c) Seller shall not be responsible for any negligent misrepresentation or failure to investigate the Real Estate on the part of Purchaser, any real estate broker or sales agent, or any other agent or employee of Purchaser or any third party.
(d) As part of Purchaser's agreement to purchase and accept the Real Estate AS-IS, WHERE-IS, and not as a limitation on such agreement, Purchaser hereby unconditionally and irrevocably waives and releases any and all actual or potential rights Purchaser might have regarding any form of warranty, expressed or implied, of any kind or type, relating to the Real Estate and the INFORMATION. Such waiver and release is absolute, unconditional, irrevocable, complete, total and unlimited in every way. Such waiver and release includes, but is not limited to, a waiver and release of implied warranties, warranties of fitness for a particular use, warranties of merchantability, warranties of habitability, strict liability rights and claims of every kind and type, including, but not limited toto claims regarding defects which were not or are not discoverable, appurtenancesproduct liability claims, accessproduct liability-type claims, sewage any rights 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, habitability, merchantability, claims relating to or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability attributable to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seqenvironmental conditions.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
As-Is Purchase. Except as otherwise set forth in this Agreement, Buyer shall accept the Property in an "as is" condition with all faults. During the Feasibility Period Buyer shall have satisfied itself as to all aspects of the Property and its feasibility for Buyer's intended purposes. Buyer acknowledges and agrees (i) except as expressly provided in this Agreement, Buyer agrees that, there are no representations or warranties neither Seller nor anyone on Seller's behalf has 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 respecting the Property or the physical condition thereof, (ii) except for the representations and warranties of any kind whatsoever, express or implied, from Seller, its agents or brokers as to any matters concerning the Property, except as Seller expressly set forth in this Agreement, includingBuyer is purchasing the Property "as is", without limitation: and (iii) no broker, agent, or party other than Seller is authorized to make any representation or warranty for or on behalf of Seller. Buyer agrees that it is the intent of the parties that, except for any representation or warranty of Seller expressly set forth in this Agreement, if any, (i) upon the qualityClose of Escrow, nature, adequacy any 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, habitability, merchantability, all risks existing or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of hereafter arising in connection with the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with part thereof at any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation time shall shift to Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viiiii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from Seller shall have no obligation whatsoever in connection with the Property at any time. Except for any representations and the real estate taxes or assessments now or hereafter payable thereon. warranties of Seller expressly set forth in this Agreement, Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of itself and for its agents, employees, contractors, visitors, affiliates, successors and assigns (collectively "Buyer's Group"), hereby releases and discharges Seller in connection with this Agreementand its managers and members, related documentsand the employees, assignments or conveyances related to this transactionagents, or attorneys, shareholders, members, managers, successors and assigns of Seller and its managers and members (collectively "Seller's Group") from any other matters concerning the Propertyand all claims, liability, damages, losses, demands, costs, expenses (including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestosattorneys' and consultants' fees), and causes of action of all kinds, whether known or unknown, suspected or unsuspected, in any way arising out of or in connection with the DeedProperty or the physical condition thereof. Buyer agrees that this release shall apply to all unknown or unanticipated loss, the purposes for damage, or injury, and hereby waives any and all rights under California Civil Code Section 1542, which reads as follows: A general release does not extend to claims which the Property is suitedcreditor does not know or suspect to exist in his or her favor at the time of executing the release, drainage, access to public roads, proposed routes of roads which if known by him or extensions thereofher must have materially affected his or her settlement with the debtor. As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.BUYER'S INITIALS: /s/ DB /s/ MS
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (S&W Seed Co)
As-Is Purchase. Except Buyer hereby represents and warrants and agrees that (a) except as otherwise provided explicitly set forth herein or in this Agreement, Buyer agrees thatany document executed and delivered by Seller at Closing, 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, made by 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, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller its representatives in connection with this Agreement, related documentsthe purchase of the Property by Buyer, assignments or conveyances related to this transaction, or any other matters concerning the physical condition of the Property, including but not limited 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 conditionContingency Date and if Buyer’s clears contingencies then continuing through the Closing Date, acreage, topography, climate, utilities, seisin, possession, present Buyer will have (or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which 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 suitednot relying on any statement or representation of Seller, drainageits agents or its representatives or on any information supplied by Seller, access 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 public roadsthe Contingency Date and if Buyer’s clears contingencies then continuing through the Closing Date, proposed routes Buyer will be aware (or will have chosen not to be aware) of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, all zoning regulations, statutes” other governmental requirements, site and “ordinances” include 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 limitation, any information obtained through Buyer’s Investigations and/or Physical Testing of the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.Property); and all similar and related United States (g) Buyer shall purchase the Property in its “AS-IS” condition as of the date of Closing with no warranties, express or other applicable Nevada laws regarding implied, at law or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and propertyequity, including, but not limited towithout limitation, all any warranty of those materialscondition, wastes habitability, merchantability or fitness for a particular purpose other than Seller’s representations and substances, designated warranties as hazardous expressly set forth in Section 7.1 above or toxic in any document executed and delivered by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulateSeller at Closing.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Steadfast Apartment REIT, Inc.), Purchase and Sale Agreement (Steadfast Apartment REIT, Inc.)
As-Is Purchase. Except as otherwise expressly 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)if at all, the purpose for which the Real Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. The Property will be being sold by Seller and purchased by Buyer “AS IS AND WITH ALL FAULTS– WHERE IS” without warranties or representations of any kind whatsoever, expressed or implied, including, without limitation, physical, structural, zoning and without representation by Seller, environmental matters. Buyer acknowledges for Buyer and no patent or latent condition affecting Buyer’s successors and assigns:
(i) Buyer has been given a reasonable opportunity to inspect and investigate the Property in any wayand all matters relating thereto, whether known either independently or unknown, discoverable or hereafter discovered, shall affect any through agents and experts 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. choosing.
(ii) Buyer is an experienced and knowledgeable Nevada public charter school and will be relying solely upon acquiring the Property based on Buyer’s own inspectionsinvestigation and inspection thereof.
(iii) Notwithstanding any other provision of this Agreement to the contrary, investigations the provisions of this Section 1.2 shall survive Closing and analysis shall not be merged therein. Seller and Buyer agree that the Property shall be sold and that Buyer shall accept possession of the Property in purchasing on the PropertyClosing Date “AS-IS, 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 WHERE-IS, WITH ALL FAULTS” basis with no right of setoff or reduction in the Purchase Price, and that, except as otherwise expressly provided in this Agreement, such sale shall be without representation or warranty of any kind, express or implied, including, without limitation, zoning, environmental, uses, or fitness for a particular purpose, and title, and Seller does hereby disclaim and renounce any such other representation or warranty. Buyer specifically acknowledges that Buyer is not relying on any representations or warranties of any kind whatsoever, express or implied, from Seller, its or Seller’s agents or brokers representatives, or the Invitation to Bid, as to any matters matter concerning the Property, 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, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, warranties and (viii) the economics of the Propertyrepresentations in Section 4), including without limitation the actual condition or potential income safety of the Property, soils and geology including hazardous materials, lot size, or profits to be derived from suitability of the Property for a particular purpose. Buyer further acknowledges and agrees that it is relying solely upon its own inspection of the Property and not upon any representations made to it by Seller, its owners, officers, directors, contractors, managers, agents or employees nor any person whomsoever. Any reports or work required by Buyer are to be the real estate taxes or assessments now or hereafter payable thereon. sole responsibility of Buyer and Buyer agrees that, other than as expressly stated herein, that there are is no representations or warranties made by or obligation on behalf the part of Seller in connection with this Agreementto make any changes, related documents, assignments or conveyances related to this transactionalterations, or any other matters concerning repair to the Property, including but not limited and, as of the end of the Due Diligence Period (defined below), Buyer acknowledges that Buyer has completed its due diligence with respect to the conditionProperty to its satisfaction. Buyer is solely responsible for obtaining any approval, acreagepermit or utility service necessary for development, topography, climate, utilities, seisin, possession, present transfer or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes occupancy of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes at Buyer’s sole cost and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulateexpense.
Appears in 2 contracts
Samples: Real Estate Purchase and Sale Agreement, Real Estate Purchase and Sale Agreement
As-Is Purchase. Except as otherwise provided expressly set forth in this AgreementAgreement (including, without limitation, Article 3), Buyer acknowledges and agrees that, there are no representations or warranties made by, or on behalf of, Seller that Buyer is acquiring the Property in connection with this Agreement or as to any matters concerning the Property, including but not limited to the its “AS IS” 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 ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, all of which are hereby waived and without representation disclaimed by SellerBuyer; provided, however, that such waiver and disclaimer shall not, and no patent do not, relieve Seller from any liability for breach of any representation 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 warranty set forth herein. Buyer is an experienced and knowledgeable Nevada public charter school and will be relying solely upon Buyer’s own inspectionsOther than as expressly set forth herein, investigations and analysis neither Seller nor any agents, representatives, or employees of the Property in purchasing the Property, and except as otherwise provided in this Agreement, is not relying in Seller have made any way upon any representations, statements, agreements, representations or warranties, studiesdirect or indirect, reports, descriptions, guidelines or other information or material furnished by Seller or its representatives, whether oral or written, express or implied, to Buyer or any agents, representatives, or employees of any nature whatsoever regarding any Buyer with respect to the condition 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, its fitness for any particular purpose, or its compliance with any laws. Seller and Buyer acknowledge that the Inspection Period is intended to provide Buyer the opportunity to make such inspections (or have such inspections made by consultants) as it desires of the Property and all facts relevant to its use, including, without limitation, the interior, exterior, and structure of all Improvements, and the condition of soils and subsurfaces. Buyer acknowledges that it is relying on its own investigation of the Property and not on any information provided or to be provided by Seller except as expressly set forth in this Agreement, and agrees to accept the property at the Closing and waive all objections or claims against Seller (including, without limitation: (i, any right or claim of contribution) 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, habitability, merchantability, arising from or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of related to the Property or to any other public or private restrictions Hazardous Materials on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than except as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used set forth in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation . The provisions of this Section 6.1 shall survive the Americans With Disabilities Act (42 U.S.C. Section 12101, et seqClosing.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Idexx Laboratories Inc /De)
As-Is Purchase. Except Buyer hereby represents and warrants and agrees that (a) except as otherwise provided in this Agreement, Buyer agrees thatexplicitly set forth herein, 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, made by 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, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller its representatives in connection with this Agreement, related documentsthe purchase of the Property by Buyer, assignments or conveyances related to this transaction, or any other matters concerning the physical condition of the Property, including but not limited 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 conditionContingency Date, acreageBuyer 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, topographyBuyer is not relying on any statement or representation of Seller, climateits agents or its representatives or on any information supplied by Seller, utilitiesits agents or its representatives; (d) except for the representations or warranties of Seller set forth herein, seisinBuyer, possessionin entering into this Agreement and in completing its purchase of the Property, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), is relying entirely on its own investigation of the Deed, Property based on its extensive experience in and knowledge of real property in the purposes for which areas where the Property is suitedlocated; (e) on or prior to the Contingency Date, drainage, access Buyer will be aware (or will have chosen not to public roads, proposed routes be aware) of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, all zoning regulations, statutes” other governmental requirements, site and “ordinances” include physical conditions, and other matters affecting the use and condition of the Property; (f) except for the representations or warranties of Seller set forth herein, 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 limitation, any information obtained through Buyer’s Investigations and/or Physical Testing of the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.Property); and all similar and related United States (g) Buyer shall purchase the Property in its “AS-IS” condition as of the date of Closing with no warranties, express or other applicable Nevada laws regarding implied, at law or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and propertyequity, including, but not limited towithout limitation, all any warranty of those materialscondition, wastes habitability, merchantability or fitness for a particular purpose other than Seller’s representations and substances, designated warranties as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulateexpressly set forth in Section 7.1 above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Behringer Harvard Opportunity REIT II, Inc.)
As-Is Purchase. Buyer represents and warrants to Seller that Buyer has independently and personally inspected the Property and improvements, if any, and the Buyer has entered into this Agreement based upon such personal examination and inspection. Except as otherwise provided in this Agreement, Buyer agrees that, there are no for the representations or warranties made by, or on behalf of, by Seller in connection with this Agreement or as otherwise set forth herein, Buyer agrees that Buyer will accept the Property, at Close of Escrow, in its then condition, AS-IS, WHERE-IS and WITH ALL FAULTS ACCEPTED, including without limitation, those faults and conditions specifically referenced in this Agreement. The Purchase Price has been negotiated with the mutual understanding that Buyer's costs associated with ownership, development, operation and management of the Property are uncertain. Buyer acknowledges that neither Seller nor its agents have made any representation or warranty (except for those set forth above), express or implied, written or oral, to Buyer or any agent of Buyer with respect to any matters matter concerning the Property, including but not limited without limitation, its physical condition. Buyer acknowledges that neither Seller nor its agents have made any representation or warranty to Buyer concerning the income that can be expected from the Property or expenses to be generated by operation, development, or management of the Property. In purchasing the Property, Buyer conducted a thorough inspection and review of the Property and subject to the conditionterms of this Agreement, 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 has relied entirely on its own inspections, investigations independent investigation 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 acknowledges 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 qualitySeller has not made any representation or warranty, natureexpressed or implied, adequacy and physical condition and aspects written or oral, to Buyer concerning any 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, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transactionmatters described above, or any other matters concerning the Propertymatter, including but not limited and (ii) any oral or written information supplied by Seller to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which Buyer in respect of the Property is suited, drainage, access was intended by Seller and has been used by Buyer solely as a basis for Buyer to public roads, proposed routes conduct its own investigation and analysis of roads or extensions thereof. As used the Property and except as expressly set forth in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation Buyer has not relied on any such written or oral information supplied or provided by Seller to Buyer. It is not contemplated that the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), Purchase Price will be increased it these costs prove to be less than expected nor will the Comprehensive Environmental Response, Compensation and Liability Act Purchase Price be reduced if the Buyer's plan leads to higher cost projections. The sole remedy of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in Buyer will be to terminate this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority as provided herein prior to be capable the end of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulateContingency Period.
Appears in 1 contract
As-Is Purchase. Except as otherwise provided in As a material inducement to Seller to execute this Agreement, Buyer agrees acknowledges, represents and warrants that, there are no subject to and in reliance on the 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 Seller set forth in this AgreementSection 11, including, without limitation: upon the satisfaction or waiver of the Contingencies (i) the quality, nature, adequacy Buyer will have fully examined and physical condition and aspects of inspected the Property, including, but not limited to, appurtenances, access, sewage together with the Review Materials and utility systems, such other documents and materials with respect to the square footage Property which Buyer deems necessary or appropriate in connection with its investigation and examination of the Property, (ii) Buyer will have accepted the qualityforegoing and the physical condition, naturevalue, adequacypresence/absence of Hazardous Substances, financing status, use, leasing, operation, tax status, income and physical condition expenses of soils, geology and any groundwaterthe Property, (iii) except with respect to Seller's representations and warranties as set forth in this Section 11 (subject to the existencelimitations set forth in this Section 11, qualityincluding, naturewithout limitation, adequacy in subsections l and m), the Property will be purchased by Buyer "AS IS" and "WHERE IS" and with all faults and, upon Closing, Buyer shall assume responsibility for the physical condition of utilities serving the Property, Property and (iv) Buyer will have decided to purchase the development potential Property solely on the basis of its own independent investigation. Except as expressly set forth herein or in Seller's Documents, Seller has not made, does not make, and has not authorized anyone else to make any representation as to the present or future physical condition, value, presence/absence of Hazardous Substances, financing status, leasing, operation, use, tax status, income and expenses or any other matter or thing pertaining to the Property, and the Property’s useBuyer acknowledges that no such representation or warranty has been made and that in entering into this Agreement it does not rely on any representation or warranty other than those expressly set forth in this Agreement or in Seller's Documents. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN SELLER'S DOCUMENTS, habitabilitySELLER MAKES NO WARRANTY OR REPRESENTATION, merchantabilityEXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, WITHOUT LIMITATION, ANY WAY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY. Seller shall not be liable for or fitnessbound by any verbal or written statements, suitabilityrepresentations, value real estate broker's "setups" or adequacy of information pertaining to the Property for furnished by any particular purposereal estate broker, (v) the zoning or other legal status of the Property agent, employee, servant or any other public person unless the same are specifically set forth in this Agreement or private restrictions on use in Seller's Documents. The provisions of this Section l1.j. shall survive the Property; (vi) Closing. If Buyer shall proceed to Closing with actual knowledge of any matter, or as to any matter set forth in the compliance of the Property Review Materials which is in conflict with any applicable codesof Seller's representations, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental warranties or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties indemnities made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codesBuyer shall be deemed to have waived such Seller's representations, laws, regulations, statutes” and “ordinances” include without limitation warranties or indemnities to the Americans With Disabilities Act (42 U.S.C. Section 12101, et seqextent inconsistent with such actual knowledge or the contents of such Review Materials.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Network Appliance Inc)
As-Is Purchase. Except as otherwise provided in As a material inducement to Seller to execute -------------- this Agreement, Buyer agrees acknowledges, represents and warrants that, there are no subject to and in reliance on the representations and warranties of Seller set forth in Section this Section 11, upon the satisfaction or warranties made bywaiver of the Contingencies (i) Buyer will have fully examined and inspected the Property, together with the Review Materials and such other documents and materials with respect to the Property which Buyer deems necessary or on behalf of, Seller appropriate 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 its investigation 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 examination of the Property, (ii) Buyer will have accepted the qualityforegoing and the physical condition, naturevalue, adequacypresence/absence of Hazardous Substances, financing status, use, leasing, operation, tax status, income and physical condition expenses of soils, geology and any groundwaterthe Property, (iii) except as provided in Section 13.e hereof with respect to Seller's Work and as provided in Section 16, the existenceProperty will be purchased by Buyer "AS IS" and "WHERE IS" and with all faults and, qualityupon Closing, nature, adequacy and Buyer shall assume responsibility for the physical condition of utilities serving the Property, Property and (iv) Buyer will have decided to purchase the development potential Property solely on the basis of its own independent investigation. Except as expressly set forth herein or in Seller's Documents, Seller has not made, does not make, and has not authorized anyone else to make any representation as to the present or future physical condition, value, presence/absence of Hazardous Substances, financing status, leasing, operation, use, tax status, income and expenses or any other matter or thing pertaining to the Property, and Buyer acknowledges that no such representation or warranty has been made and that in entering into this Agreement it does not rely on any representation or warranty other than those expressly set forth in this Agreement or in Seller's Documents. Without limiting the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy generality of the foregoing, Buyer acknowledges the presence on and under the Property for any particular purpose, (v) the zoning or other legal status of the Known Hazardous Substances. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN SELLER'S DOCUMENTS, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY. Seller shall not be liable for or bound by any verbal or written statements, representations, real estate broker's "setups" or information pertaining to the Property furnished by any real estate broker, agent, employee, servant or any other public person unless the same are specifically set forth in this Agreement or private restrictions on use in Seller's Documents. The provisions of this Section 11.j. shall survive the Property; (vi) Closing. If Buyer shall proceed to Closing with actual knowledge of any matter, or as to any matter set forth in the compliance of the Property Review Materials which is in conflict with any applicable codesof Seller's representations, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental warranties or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties indemnities made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codesBuyer shall be deemed to have waived such Seller's representations, laws, regulations, statutes” and “ordinances” include without limitation warranties or indemnities to the Americans With Disabilities Act (42 U.S.C. Section 12101, et seqextent inconsistent with such actual knowledge or the contents of such Review Materials.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.
Appears in 1 contract
As-Is Purchase. Except as otherwise provided expressly set forth in this AgreementContract, 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 being sold by Seller and purchased by Buyer in an “AS IS AND IS” condition 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, Effective Date 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 mattersClosing. 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 Except as expressly set forth in this AgreementContract or any other documents delivered at Closing, including, without limitation: (i) no representations or warranties have been made or are made and no responsibility has been or is assumed by Seller or any Seller affiliate or manager as to 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, habitability, merchantability, or fitness, suitability, value or adequacy repair of the Property for or the value, expense of operation, or income potential thereof or as to any particular purposeother fact or condition which has or might affect the Property or the condition, (v) the zoning repair, value, expense of operation or other legal status income potential of the Property or any portion thereof. The parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Contract and the Exhibits hereto annexed, which alone fully and completely express their agreement, and that this Contract has been entered into after full investigation, or with the parties satisfied with the opportunity afforded for investigation, neither party relying upon any statement or representation by the other public unless such statement or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property representation is specifically embodied in this Contract or the adjoining Exhibits annexed hereto or neighboring property, and (viii) the economics of the Property, including without limitation the actual any document or potential income instrument executed or profits to delivered at Closing. Except as may be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated provided for herein, there are Seller makes no representations or warranties made by as to whether the Property contains asbestos or on behalf of Seller in connection with this Agreement, related documents, assignments harmful or conveyances related to this transaction, toxic substances or any other matters concerning the Property, including but not limited pertaining to the conditionextent, acreagelocation or nature of same. Purchaser acknowledges that, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which notwithstanding Purchaser’s affiliate being the Property is suitedManager, drainage, access Seller has requested Purchaser to public roads, proposed routes inspect fully the Property and investigate all matters relevant thereto and to rely solely upon the results of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States Purchaser’s own inspections or other applicable Nevada laws regarding information obtained or affecting the Property. Alsootherwise available to Purchaser, as used in this Agreement “hazardous materials” shall mean rather than any substance, water or material which has information that may have been determined provided by any state, federal or local government authority Seller to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulatePurchaser.
Appears in 1 contract
As-Is Purchase. (a) Buyer acknowledges, represents and warrants that, except as expressly provided in Section 3 above, (i) any information ("INFORMATION") supplied or made available by Seller, whether written or oral, or in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications, or any other information whatsoever, without exception, pertaining to the Property, any and all records, rent rolls, and other documents pertaining to the use and occupancy of the Property, income thereof, the cost and expenses of maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Property, or a part thereof, is furnished to Buyer solely as a courtesy; (ii) THE INFORMATION IS PROVIDED, AND THE PROPERTY IS PURCHASED, ON AN AS-IS-WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE PROPERTY; and (iii) no representations, whether written or oral, have been made by Seller, or its agents or employees in order to induce Buyer to enter into this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Buyer concerning the investment potential, operation or resale of the Property at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Buyer regarding any tax consequences of ownership of the Property.
(b) Buyer acknowledges, represents and warrants that as of the Closing Date, Buyer will be familiar with the Property and will have made such independent investigations as Buyer deems necessary or appropriate concerning the Property. If Buyer elects to proceed with the purchase of the Property, any objections which Buyer may have with respect to the Property shall be waived by Buyer. Except as otherwise expressly provided in this AgreementSection 3 above, Buyer agrees that, there are Seller makes no representations or warranties made byand specifically disclaims any representation, warranty, or on behalf ofguaranty, Seller in connection with this Agreement oral or as to any matters concerning the Propertywritten, including but not limited to the condition, acreage, topography, climate, water, water rights, utilitiespast, present or future zoning with respect to the physical condition 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 other aspect 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 qualitystructural integrity of the Improvements, naturethe manner, adequacy construction, condition, and physical condition and aspects state of repair or lack of repair of any of the Improvements, the conformity of the Improvements to any plans or specifications for the Property, including, but not limited to, appurtenances, access, sewage any plans 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, habitability, merchantability, specifications that may have been or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.may be
Appears in 1 contract
As-Is Purchase. (a) Buyer acknowledges, represents and warrants that, except as expressly provided in Section 4 above, (i) any information ("INFORMATION") supplied or made available by Seller, whether written or oral, or in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications, or any other information whatsoever, without exception, pertaining to the Property, any and all records, rent rolls, and other documents pertaining to the use and occupancy of the Property, income thereof, the cost and expenses of maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Property, or a part thereof, is furnished to Buyer solely as a courtesy; (ii) THE INFORMATION IS PROVIDED, AND THE PROPERTY IS PURCHASED, ON AN AS-IS-WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF FUTURE PERFORMANCE, CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE PROPERTY; and (iii) no representations, whether written or oral, have been made by Seller, or its agents or employees in order to induce Buyer to enter into this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Buyer concerning the investment potential, operation or resale of the Property at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Buyer regarding any tax consequences of ownership of the Property.
(b) Buyer acknowledges, represents and warrants that as of the Closing Date, Buyer will be familiar with the Property and will have made such independent investigations as Buyer deems necessary or appropriate concerning the Property. If Buyer elects to proceed with the purchase of the Property after the Inspection Period, any objections which Buyer may have with respect to the Property as of that date shall be waived by Buyer. Except as otherwise expressly provided in this AgreementSection 4 above, Buyer agrees that, there are Seller makes no representations or warranties made byand specifically disclaims any representation, warranty, or on behalf ofguaranty, Seller in connection with this Agreement oral or as to any matters concerning the Propertywritten, including but not limited to the condition, acreage, topography, climate, water, water rights, utilitiespast, present or future zoning with respect to the physical condition 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 other aspect 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 qualitystructural integrity of the Improvements, naturethe manner, adequacy construction, condition, and physical condition and aspects state of repair or lack of repair of any of the Improvements, the conformity of the Improvements to any plans or specifications for the Property, including, but not limited to, appurtenancesany plans and specifications that may have been or which may be provided to Buyer, 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, habitability, merchantability, or fitness, suitability, value or adequacy conformity of the Property for any particular purposeto past, (v) the current or future applicable zoning or other legal status of building code requirements or the Property or compliance with any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutesrules, ordinances, covenants, conditions and restrictions or regulations of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy government or other licenses for body, the use financial earning capacity or history or expense history of the operation of the Property, and/or certificates the nature and extent of compliance for any right-of-way, lease, possession, lien encumbrance, license, reservation, condition, or otherwise, the Propertyexistence of soil instability, (vii) past soil repairs, soil additions or conditions of soil fill, susceptibility to landslides, sufficiency of undershoring, sufficiency of drainage, whether the presence Property is located wholly or partially in a flood plain or a flood hazard boundary or similar area, the existence or non-existence of hazardous waste or other toxic materials onof any kind (including, under without limitation, asbestos) or about any other matter affecting the stability or integrity of the Land and/or the Improvements.
(c) Seller shall not be responsible for any negligent misrepresentation or failure to investigate the Property or on the adjoining or neighboring propertypart of Seller, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the any real estate taxes broker or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transactionsales agent, or any other matters concerning the Propertyagent or employee of Seller or any third party.
(d) Except as expressly provided in Section 4, including but not limited as part of Buyer's agreement to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which purchase and accept the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of LaborAS-IS-WHERE-IS, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulatenot as a limitation on such agreement, BUYER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES AND RELEASES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS BUYER MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE PROPERTY AND THE INFORMATION. SUCH WAIVER AND RELEASE IS ABSOLUTE, UNCONDITIONAL, IRREVOCABLE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY. SUCH WAIVER AND RELEASE INCLUDES, BUT IS NOT LIMITED TO, A WAIVER AND RELEASE OF EXPRESS WARRANTIES, IMPLIED WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR USE, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF HABITABILITY, STRICT LIABILITY RIGHTS AND CLAIMS OF EVERY KIND AND TYPE, INCLUDING, BUT NOT LIMITED, TO CLAIMS REGARDING DEFECTS WHICH WERE NOT OR ARE NOT DISCOVERABLE, PRODUCT LIABILITY CLAIMS, PRODUCT LIABILITY TYPE CLAIMS, ANY RIGHTS AND CLAIMS RELATING TO OR ATTRIBUTABLE TO ENVIRONMENTAL CONDITIONS, ALL OTHER EXTANT OR LATER CREATED OR CONCEIVED OF STRICT LIABILITY OR STRICT LIABILITY TYPE CLAIMS AND RIGHTS.
Appears in 1 contract
As-Is Purchase. Except as otherwise expressly 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 FAULTSas is,” basis “where is,” and that “with all faults” basis. Buyer is not relying on any representations or warranties upon Buyer’s own independent investigation of any kind whatsoeverthe Property in entering into this Agreement and purchasing the Property. Buyer acknowledges and agrees that except as specifically set forth in this Agreement, express or implied, from Seller, its agents partners, officers, agents, employees and representatives have made no representations, warranties or brokers agreements as to the physical condition of the Property or any improvements thereon or in connection with any matter, report or information (including with respect to the accuracy or completeness of the Due Diligence Materials and Other Documents) relating to the Property’s condition, value, fitness, use, income or expense projections or zoning upon which Buyer has relied either directly or indirectly. Further, except as provided herein, Seller makes no representation or warranty as to any matters concerning operative or proposed governmental laws and regulations (including but not limited to, zoning, environmental and land use laws and regulations) to which the Property may be subject. Buyer acknowledges that, except as provided herein, the purchase of the Property will be on the basis of Buyer’s own investigation of (i) the physical condition of the Property, except as expressly set forth in including subsurface conditions, and any improvements thereon, and (ii) the operative or proposed governmental laws and regulations affecting or applicable to the Property. In addition to the foregoing, Buyer and anyone claiming by, through or under Buyer hereby waives its right to recover from and fully and irrevocably releases Seller and its partners, employees, representatives, agents, servants, attorneys, affiliates, successors and assigns (“Released Parties”) from any and all claims that it may now have or hereafter acquire against any of the Released Parties for any cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to any defects or other physical conditions, latent or otherwise, including environmental matters, or any violation of applicable laws, and any and all other acts, omissions, events, circumstances, matters, conditions, operations or economic performance affecting the Property, or any portion thereof. This release includes claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known by Buyer, would materially affect Buyer’s release of the Released Parties, but excludes claims based on the breach of this Agreement, including, without limitation: (i) , the quality, nature, adequacy truth and physical condition accuracy of all of Seller’s representations and aspects warranties under Section 8 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, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement. BUYER A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, related documents, assignments or conveyances related to WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. The provisions of this transaction, or any other matters concerning Section 11 shall survive the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seqClosing.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.
Appears in 1 contract
As-Is Purchase. Buyer acknowledges that Buyer will have had the opportunity to conduct prior to the Closing Date, such studies and investigations of the Property as Buyer desires, and that Buyer will have had the right to observe to its satisfaction, and will have observed to its satisfaction, the physical characteristics and condition of the Property. Except as otherwise provided expressly set forth in the Closing Documents, Buyer acknowledges and agrees that the Property is to be purchased and accepted by Buyer in its condition as of the Closing Date, "AS IS", without any implied or express warranty or representation by Seller or anyone acting or purporting to act on Seller's behalf ("Seller's Agents"), and with all patent and latent defects. No representations or warranties, express or implied regarding the Property or matters affecting the Property have been or will be made with respect to the Property or the subject matter of this Agreement, Buyer agrees that, there are no representations by Seller or warranties made bySeller's Agents, or on behalf ofby any other person or entity, Seller except as expressly set forth in connection with this Agreement or as to any matters the Closing Documents. Without limiting the foregoing, Buyer acknowledges that no representation is or will be made concerning the physical condition, environmental, economic, or legal condition of the Property, including but not limited title to or the condition, acreageboundaries of the Property, topography, climate, waterair, water rights, utilities, leases, water, present or and future zoning or entitlementzoning, soilphysical condition, subsoilsoil condition, hazardous materials (including without limitation asbestos)pest control matters, the purpose for engineering characteristics, traffic patterns, purposes to which the Property is may be suited, value, potential for development, contamination, drainage, access to public roads, proposed routes of roads or extensions thereof. The , and compliance with building, health, safety laws, Environmental Laws, land use laws and regulations to which the Property will may be sold by Seller and purchased by Buyer “AS IS AND WITH ALL FAULTS” and without representation subject or any other matter in any way affecting the Property, or the use or ownership thereof (herein collectively the "Property Matters") by Seller, and no patent Seller's Agents, or latent condition affecting the Property in by any way, whether known other person 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 Propertyentity, except as expressly set forth in this AgreementAgreement or the Closing Documents. Buyer acknowledges that, includingalthough Seller has disclosed or made available documents and reports concerning the Property, without limitation: other than those specifically set forth in this Agreement and the Closing Documents, (i) that Seller cannot and does not make any warranty or representation whatsoever concerning the quality, nature, adequacy completeness or the accuracy of information contained in such documents and physical condition reports 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 qualitythat Buyer is not relying upon any such representations and warranties made by Seller, 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, habitability, merchantabilitySeller's Agents, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity. Buyer further acknowledges that it has not received from Seller or anyone acting or claiming to act on Seller's behalf, including without limitation Buyer’s ability or inability to obtain or maintain building permitsany accounting, either temporary or final certificates of occupancy tax, legal, architectural, engineering, property management, environmental or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection advice with this Agreement, related documents, assignments or conveyances related respect to this transactiontransaction and is relying solely upon the advice of its own accounting, or any tax, legal, architectural, engineering, property management, environmental and other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seqadvisors.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.
Appears in 1 contract
As-Is Purchase. Buyer acknowledges that Buyer will have had the opportunity to conduct prior to the Closing Date, such studies and investigations of the Property as Buyer desires, and that Buyer will have had the right to observe to its satisfaction, and will have observed to its satisfaction, the physical characteristics and condition of the Property. Nothing contained in this Section 4(d) shall (i) limit the representations, warranties or indemnities made by WHTS under the WHTS Closing Certificate or the other Closing Documents or Buyer's rights and remedies against WHTS thereunder or (ii) limit the representations or warranties made by Seller under the Seller Closing Certificate and/or Section 5.1 of this Agreement. Except as otherwise provided expressly set forth in the Closing Documents or this Agreement, Buyer acknowledges and agrees thatthat the Property is to be purchased and accepted by Buyer in its condition as of the Closing Date, there are no "AS IS", without any implied or express warranty or representation by Seller or anyone acting or purporting to act on Seller's behalf ("Seller's Agents"), and with all patent and latent defects. No representations or warranties warranties, express or implied regarding the Property or matters affecting the Property have been or will be made bywith respect to the Property or the subject matter of this Agreement (i) by Seller or Seller's Agents, except as expressly set forth in the Seller Closing Certificate and/or Section 5.1 of this Agreement, or (ii) by any other person or entity (including without limitation WHTS, or anyone acting or claiming to act on WHTS' behalf of(other than Seller and Seller's Agents)), Seller except as expressly set forth in connection with this Agreement the Closing Documents. Without limiting the foregoing, Buyer acknowledges that no representation is or as to any matters will be made concerning the physical condition, environmental, economic, or legal condition of the Property, including but not limited title to or the condition, acreageboundaries of the Property, topography, climate, waterair, water rights, utilities, leases, water, present or and future zoning or entitlementzoning, soilphysical condition, subsoilsoil condition, hazardous materials (including without limitation asbestos)pest control matters, the purpose for engineering characteristics, traffic patterns, purposes to which the Property is may be suited, value, potential for development, contamination, 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 compliance with building, health, safety laws, Environmental Laws, land use laws and regulations to which the Property may be subject or any other matter 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 way affecting 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 the use or material furnished ownership thereof (herein collectively the "Property Matters")
(i) 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's Agents, except as expressly set forth in the Seller Closing Certificate and/or Section 5.1 of this Agreement, or (ii) by any other person or entity (including, without limitation: , WHTS or anyone acting or claiming to act on WHTS' behalf (other than Seller and Seller's Agents)), except as expressly set forth in the Closing Documents. Buyer acknowledges that, although Seller has disclosed, made available, or caused WHTS to make available documents and reports concerning the Property, that Seller cannot and does not make any warranty or representation whatsoever concerning the completeness or the accuracy of information contained in such documents and reports and that Buyer is not relying upon any such representations and warranties, other than (i) with respect to Seller and Seller's Agents, those expressly set forth in the quality, nature, adequacy and physical condition and aspects Seller Closing Certificate and/or Section 5.1 of the Property, including, but not limited to, appurtenances, access, sewage and utility systemsthis Agreement, 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, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of respect to any other person or entityentity (including, including without limitation Buyer’s ability limitation, WHTS and those acting or inability purporting to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or act on behalf of WHTS (other than Seller and Seller's Agents)), those expressly set forth in connection the Closing Documents. Buyer further acknowledges that it has not received from Seller, WHTS or anyone acting or claiming to act on their behalf, any accounting, tax, legal, architectural, engineering, property management, environmental or other advice with this Agreement, related documents, assignments or conveyances related respect to this transactiontransaction and is relying solely upon the advice of its own accounting, or any tax, legal, architectural, engineering, property management, environmental and other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos)advisors. Furthermore, the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes representations and warranties of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” Seller and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used Seller's Agents set forth in this Agreement “hazardous materials” shall mean or otherwise made in any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, form (other than in the U.S. Department of Labor, and Seller's Closing Certificate) are merged into the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulatedeed at the closing.
Appears in 1 contract
As-Is Purchase. Except The Purchaser acknowledges and agrees that:
(a) except for the representations, warranties and certifications of the Vendor expressly set out in Section 6.1 or in the Closing Documents, in entering into this Agreement and closing the Transaction, the Purchaser has relied and will continue to rely entirely and solely upon its own inspections and investigations with respect to the Subject Assets;
(b) except as otherwise expressly provided for in this Agreement or in the Closing Documents, the Subject Assets are being purchased and assumed by the Purchaser on an “as is, where is” basis as of the date of this Agreement and without any express or implied agreement or representation and warranty or certification of any kind whatsoever or any liability or obligation of the Vendor as to the physical or financial condition, suitability for development, fitness for a particular purpose, merchantability, title, physical characteristics, profitability, use or zoning, environmental condition, existence of latent defects, quality, or any other aspect or characteristic thereof;
(c) except as otherwise expressly provided for in this Agreement, Buyer agrees thatthe Vendor makes no agreements or representations and warranties or certifications concerning any statements made or other information delivered or made available to the Purchaser (whether by the Vendor, there are no representations the Vendor’s Real Estate Broker, the Vendor’s Solicitors or warranties made byany other agents, or representatives or advisors of the Vendor or any of its affiliates, or any other Person) with respect to the Subject Assets, whether as part of the information Disclosed to the Purchaser or otherwise;
(d) except as otherwise expressly provided for in this Agreement, the Property Information is provided to the Purchaser without representation or warranty or certification and the Purchaser will rely entirely and solely upon its own investigations and inspections and shall not rely on the Property Information or any other information furnished by the Vendor or any other person or entities on behalf of, Seller of or at the direction of the Vendor in connection with this Agreement or therewith; and
(e) except 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 otherwise expressly provided 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 in the Closing Documents, the Vendor shall have no obligations or responsibility to the Purchaser after Closing with respect to any right matter relating to the Subject Assets or the condition thereof. The provisions of damages, liability, claim, rescission this Section 6.4 shall survive Closing 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 the termination 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, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Hines Real Estate Investment Trust Inc)
As-Is Purchase. Except as otherwise provided in Buyer acknowledges that prior to expiration of the Due Diligence Period, subject to the limitations of this Agreement, Buyer agrees thatwill have had the opportunity to inspect the Property and observe the physical characteristics and condition of the Property and any and all other matters, there are no representations as to, concerning or warranties made by, with respect to any matter whatsoever relating to the Property or on behalf of, Seller in connection with this Agreement or as of concern 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 Buyer (including without limitation asbestos"Property Conditions"), 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: title; the environmental condition of the Property, appurtenancesincluding the presence or absence of Hazardous Materials in, accesson, sewage or about the Property; pest and utility systemsgeological 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 square footage 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 express representations, warranties, or agreements made by Seller in this Agreement or in the Closing Documents ("Seller's Representations"), 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 for Seller's Representations, Seller disclaims any and all such representations, warranties, and agreements and Buyer agrees that, except for Seller's Representations, 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, except for Seller's Representations, 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 hereby acknowledges and agrees, except for Seller's Representations, that the Property is to be purchased, conveyed, and accepted by Buyer in its present condition, "AS IS," "WHERE IS" and "WITH ALL FAULTS". By the end of the Due Diligence Period, subject to the limitations of this Agreement, Buyer will have examined, reviewed, and inspected the Property Conditions and other matters which, in Buyer's judgment, bear upon the Property and its value and suitability for Buyer's purposes. Upon Closing, Buyer will acquire the Property solely on the basis of Buyer's own examinations, reviews, and inspections and the title insurance protection afforded by the Title Policy and Seller's Representations. Upon Closing, Buyer shall assume the risk that Property Conditions may not have been revealed by Buyer's investigations. The release and waiver of claims set forth below shall be referred to as the "Release." Upon the Closing, except with respect to Seller's Representations, Buyer, on its own behalf and on behalf of each of its successors and assigns and each and all of its and their respective agents, representatives, trustees, property managers (whether agents or independent contractors), investment managers, investment advisors, attorneys, consultants, contractors, partners, managers, members, shareholders, parents, subsidiaries, affiliates, joint ventures, directors, officers and employees and each of their agents, representatives, trustees, property managers (whether agents or independent contractors), investment managers, investment advisors, attorneys, ./-/5-2-19// 5 3285553_2 consultants, contractors, partners, managers, members, shareholders, parents, subsidiaries, affiliates, joint ventures, directors, officers and employees of any tier (collectively, "Waiver Parties") releases Seller and its agents, representatives, trustees, property managers (whether agents or independent contractors), investment managers, investment advisors, attorneys, consultants, contractors, partners, managers, members, shareholders, beneficiaries, parents, subsidiaries, affiliates, joint ventures, directors, officers and employees and each of their agents, representatives, trustees, property managers (whether agents or independent contractors), investment managers, investment advisors, attorneys, consultants, contractors, partners, managers, members, shareholders, beneficiaries, parents, subsidiaries, affiliates, joint ventures, directors, officers and employees of any tier and each of their respective successors and assigns (collectively, "Released Parties") from, and waives any and all liability, claims, demands, damages and costs (including attorneys' fees and expenses) of any and every kind or character, known or unknown, for, arising from, or attributable to, any and all Property Conditions, including, without limitation, any and all actual, threatened or potential claims, claims for contribution under Environmental Laws, suits, proceedings, actions, causes of action, demands, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costs, and expenses of every kind and nature, whether now known or unknown, whether foreseeable or unforeseeable, whether under any foreign, federal, state or local law (both statutory and non-statutory), and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselves (collectively, "Claims"), which any of the Waiver Parties has or may have arising from or related to the following (collectively, "Released Claims"): (i) the physical condition of the Property, the financial condition of the Property, or the financial condition of the tenants under the Leases, the value of the Property or its suitability for Buyer's use, the status of any of the Leases or of the tenants thereunder, the ownership, management or operation of the Property, including any claim or demand by any tenant for the refund or return of any security deposit or other deposit to the extent credited to Buyer at Closing, or the accuracy or completeness of any information reviewed by Buyer in connection with its investigations of the Property and which may have been relied upon by Buyer in deciding to purchase the Property, (ii) any Handling of any Waste Materials or Hazardous Materials at, beneath, to, from, or about the quality, nature, adequacy, and physical condition of soils, geology and any groundwaterProperty, (iii) the existenceany compliance or non-compliance with Environmental Laws regarding any Waste Materials, qualityHazardous Materials or any Handling related thereto at, naturebeneath, adequacy and physical condition of utilities serving to, from, or about the Property, (iv) the development potential any acts, omissions, services or other conduct related to any of the Propertyforegoing items "(i)" through "(iii)," inclusive, and/or (v) any condition, activity, or other matter respecting the Property that is not addressed by any of the foregoing items "(i)" through "(iv)," inclusive, and that is related to pollution or protection of the Property’s useenvironment, habitability, merchantabilitynatural resources, or fitnesspublic health; provided, suitabilityhowever, value the Released Claims shall not include claims for breach of Seller's Representations or adequacy intentional fraud. Buyer acknowledges that any condition of the Property for any particular purpose, (v) which Buyer discovers or desires to correct or improve prior to or after the zoning or other legal status Closing Date shall be at Buyer's sole expense. This Release shall survive the Closing and the recording of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of Deed conveying the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasifrom Seller to Buyer. ./-/5-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. 2-19// 6 3285553_2 ________/s/ JH__________ BUYER'S INITIALS As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), following terms have the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.following definitions: ./-/5-2-19// 7 3285553_2
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (Lumentum Holdings Inc.)
As-Is Purchase. Except The sale of this Property is in its current condition, as-is and where-is and, provided Purchaser has not withdrawn from this Agreement as otherwise provided herein, Purchaser covenants and agrees to accept the Property at Closing in its then current condition, as-is and where-is, with no warranty or representation regarding the condition of the Property whatsoever, except for representations and warranties set forth in this Agreement. Without limiting the foregoing, Buyer Purchaser acknowledges and agrees that, there are no representations or warranties made by, or on behalf of, Seller in connection if Purchaser proceeds with this Agreement or as to any matters concerning the purchase of the Property, including but not limited Purchaser shall be deemed 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 have acknowledged 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 that Purchaser has conducted such inspections, investigations examinations, surveys and analysis tests of the Property in purchasing the Propertyas Purchaser deems appropriate, and except as otherwise provided in this Agreementthat Purchaser is thoroughly acquainted and satisfied with all aspects thereof including, is not relying in any way upon any representationswithout limitation, 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 mattersphysical and environmental conditions thereof. Buyer specifically Purchaser 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 Propertythat, except and only as expressly set forth in this Agreement, including, without limitation: (i) Seller hereby expressly disclaims any and all implied warranties concerning the quality, nature, adequacy and physical condition and aspects of the PropertyProperty and any portions thereof, including, but not limited to, appurtenancesphysical and environmental conditions and implied warranties of habitability, access, sewage and utility systems, and merchantability or fitness for a particular purpose. Seller makes no warranty concerning the square footage acreage of the Property, (ii) any reference to the qualitysame contained in this Agreement, nature, adequacythe attached Exhibits or any document provided to Purchaser in connection with its due diligence activities being for informational purposes only. Purchaser acknowledges and agrees that Purchaser has not relied, and physical condition of soilswill not rely, geology and upon 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, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties (oral or written) made by or purportedly made by or on behalf of Seller with respect to the Property except and only as expressly set forth in connection with this Agreement. Purchaser further acknowledges and agrees that Purchaser has not relied, related documentsand will not rely, assignments upon any documents or conveyances related to this transactionother information (oral or written) provided by, or purportedly provided on behalf of, Seller under this Agreement or otherwise. Purchaser acknowledges and agrees that any other matters documents or information provided to Purchaser by Seller or on Seller's behalf have been obtained from a variety of sources and have not been independently investigated or verified by Seller, that Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information and are not to be relied upon by Purchaser without independent verification in purchasing the Property. Seller makes no express representations or warranties, and Seller hereby disclaims any and all implied warranties concerning the Propertytruth, accuracy and completeness of any documents or information provided to Purchaser by Seller or by anyone acting, or purporting to act, on behalf of Seller. Upon Closing, Purchaser shall assume the risk that adverse matters, including but not limited to the conditionto, acreagedefects and adverse physical and environmental conditions, topographymay not have been revealed by Purchaser's investigations, climateand, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used except as set forth in this Agreement, “applicable codesPurchaser, lawsupon Closing, regulationsshall be deemed to have waived, statutes” relinquished and “ordinances” include without limitation the Americans With Disabilities Act released Seller from and against any and all claims, demands, causes of action (42 U.S.C. Section 12101, et seq.including causes of action in tort), the Comprehensive Environmental Responselosses, Compensation damages, liabilities, costs and Liability Act expenses (including reasonable attorney’s fees) of 1980any and every kind or character, as amended (42 U.S.C. Sections 6901known or unknown, et seq.); the Resources Conservation which Purchaser might have asserted or alleged against Seller at any time by reason of or arising out of any latent or patent defects or physical conditions, violations of any applicable laws and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); any and all similar other acts, omissions, events, circumstances or matters regarding the property occurring during or relating to any and related United States or other applicable Nevada laws regarding or affecting all periods occurring on and/or prior to the PropertyClosing Date. Also, as used in this Agreement “hazardous materials” This provision shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, survive the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulateClosing.
Appears in 1 contract
Samples: Purchase and Sale Agreement
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. a) 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 Purchaser acknowledges and agrees that Seller is selling the Subject Assets and Buyer is purchasing all other aspects of the Property on an “AS ISTransaction are being sold and purchased "as-is, WITH ALL FAULTS” basis and that Buyer is not relying on where-is", without any representations representation, warranty or warranties of any kind whatsoever, express or implied, from Seller, its agents or brokers as to any matters concerning the Property, 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.
(b) Except as expressly provided in Section 6.1, the Vendor makes no representations or warranties of any nature whatsoever with respect to any information or documentation Disclosed to the Purchaser, nor with respect to the Subject Assets (including, without limitation: , the Vendor's title thereto and any Encumbrances), the Property or any other assets or the Transaction including, without limitation, (i) the quality, nature, adequacy and structural integrity or any other aspect of the physical condition and aspects of the PropertyBuildings, (ii) the conformity of the Buildings to any plans or specifications for the Property (including, but not limited to, appurtenancesany plans and specifications that may have been or which may be provided to the Purchaser), access(iii) the conformity of the Property to past, sewage and utility systemscurrent or future applicable zoning or building code requirements or other Applicable Laws, and (iv) the square footage existence of soil instability, past soil repairs, soil additions or conditions of soil fill or any other matter affecting the stability or integrity of the Lands, or any Building situated on or as part of the Property, (iiv) the quality, nature, adequacy, and physical condition sufficiency of soils, geology and any groundwaterdrainage, (iiivi) whether the Property is located wholly or partially in a flood plain or a flood hazard boundary or similar area, (vii) the existenceexistence or non-existence of underground storage tanks, quality, nature, adequacy (viii) the availability of public utilities and physical condition of utilities serving services for the Property, (ivix) the fitness or suitability of the Property for occupancy or any intended use (including matters relating to health and safety and the environment), (x) the potential for further development potential of the Property, and (xi) the existence of land use, zoning or building entitlements affecting the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy (xii) the existence of any unused density that would permit a redevelopment of the Property for any particular purposeProperty, (vxiii) the zoning or other legal status of any of the Leases, Contracts or Permitted Encumbrances, and or that any of the Leases, Contracts or Permitted Encumbrances is assignable or in good standing, (xiv) the presence of toxic wastes, hazardous materials or contaminants in, on or about the Property or any other public environmental issue or private restrictions on use of the Property; condition, or (vixv) the compliance conformity of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the conditionHeritage Act (Ontario) or to any municipal by-laws relating to the preservation of heritage, acreage, topography, climate, utilities, seisin, possession, present cultural or future zoning or entitlements, soil, subsoil, hazardous materials historical properties (including without limitation asbestos)collectively, the Deed, the purposes for which the "Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seqConditions").), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.
Appears in 1 contract
As-Is Purchase. Except Purchaser hereby agrees and acknowledges that, except as otherwise provided expressly set forth in this Agreement, Buyer agrees thatneither Seller nor any principal (direct or indirect), there are no representations affiliate, agent, attorney, employee or warranties representative of Seller has made byany representation or warranty whatsoever regarding the subject matter of this transaction, or on behalf ofany part thereof, Seller in connection with this Agreement or including (without limiting the generality of the foregoing) representations as to the physical nature or physical condition of the Property or the capabilities thereof, and that Purchaser, in executing, delivering and/or performing this Agreement, does not rely upon any matters concerning statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or entity. Accordingly, Purchaser agrees that the Property shall be deemed acceptable to Purchaser and the acquisition of the Property shall be on an "as is, where is" basis, with all faults, subject to the provisions of this Agreement. Purchaser further acknowledges that Seller would not agree to sell the Property to Purchaser for the Purchase Price stated herein without the disclaimers, agreements and other statements set forth in this Section. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. Purchaser has conducted such investigations of the Property, including but not limited to, the physical and environmental conditions thereof, as Purchaser deemed necessary or desirable to satisfy itself as 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 and 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 existence or other information nonexistence 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 curative action to be taken with respect to any matters concerning the Property, except as expressly set forth in this Agreementhazardous materials, 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 lead paint on or discharged from the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for Purchaser will rely solely upon same and not upon any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made information provided by or on behalf of Seller in connection or its agents or employees with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seqrespect thereto.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.
Appears in 1 contract
As-Is Purchase. Except as otherwise provided for Seller's express representations and warranties set forth in this Agreement, Buyer agrees that, there are no representations or warranties made by, or on behalf of, Agreement and any other document executed by Seller in connection with this Agreement or as to any matters concerning transaction and Seller's covenants, in entering into this Agreement, Buyer is relying, and will rely, solely upon its own inspection, investigation and analyses of 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 (Property 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 title 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 such matters. Except for Seller's representations and warranties set forth in in this Agreement and any other document executed by Seller in connection with this transaction and Seller's express covenants in this Agreement, Buyer specifically acknowledges and agrees that Seller is selling and Buyer is purchasing will acquire the Property on an “Property, if at all, "AS IS" "WHERE IS," in its condition existing at the Close of Escrow, WITH ALL FAULTS” basis and that Buyer is not relying on any representations without representation or warranties of any kind whatsoever, express warranty by Seller or implied, from Seller, its agents or brokers representatives as to any matters concerning the Propertymatter, except as whether or not expressly set forth in this Agreementmentioned herein, including, without limitation: , including (iwithout limitation) the qualityfeasibility of developing the Property for the purposes intended by Buyer, nature, adequacy the size and physical condition and aspects dimensions of the Property, includingthe availability, but not limited to, appurtenances, accesscosts and adequacy of water, sewage and utility systems, and the square footage of any utilities serving or required to serve the Property; the presence and adequacy of current or required infrastructure or other improvements on, (ii) near or affecting the qualityProperty ; any surface, naturesoil, adequacysubsoil, and fill or other physical conditions of or affecting the Property such as climate, geological, drainage, air, water, or mineral conditions; the condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving title to the Property; the existence of governmental laws, (iv) statutes, rules, regulations, ordinances, limitations, restrictions or requirements concerning the development potential of the Property, and the Property’s use, habitabilitydensity, merchantability, location or fitness, suitability, value or adequacy suitability of the Property for any particular purpose, (v) the zoning existing or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, proposed development thereof including but not limited to zoning, building, subdivision, environmental, or other such regulations; the necessity or availability of any general or specific plan amendments, rezoning, zoning variances, conditional use permits, building permits, environmental impact reports, parcel or subdivision maps and public reports, and requirements of any improvement agreements; requirements of the California Department of Real Estate, the California Subdivided Lands Act, the California Subdivision Map Act, Buyer’s post-Closing obligations under the Xxxxxx Act, Surplus Land Act compliance, and other governmental permits approvals or acts; the necessity or existence of any dedications, taxes, fees, charges, costs or assessments which may be imposed in connection with any governmental regulations or the obtaining of any required governmental permits; the presence of endangered plant or animal species upon the Property; and all of the matters concerning the condition, acreageuse, topography, climate, utilities, seisin, possession, present development or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes sale of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. AlsoNo patent or latent condition affecting the Property in any way, as used whether known or discoverable or hereafter discovered, shall affect Buyer's obligations contained in this Agreement “hazardous materials” shall mean DocuSign Envelope ID: AB54E5F9-3D33-4790-B13C-D897BE898688 be five (5) Business Days after receipt of such notice in the event Buyer fails to deliver the balance of the Purchase Price by the Closing Date as required under Sections 2.4 and 9.2.1(a). The parties agree to reasonably cooperate with each other in any substance, water or material which has been determined and all attempts by each other to cure any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or default within any other governmental agency now or hereafter authorized to regulateapplicable default cure period.
Appears in 1 contract
Samples: Purchase and Sale Agreement
As-Is Purchase. Except Buyer represents and warrants to Seller that as otherwise provided of the Closing Date, Buyer will have independently and personally reviewed the Seller Interest and inspected and completed its due diligence regarding the Property and will have satisfied itself as to the condition of the Seller Interest and also the Property and the suitability of same for Buyer's intended use. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SECURED INDEMNITY AGREEMENT AND/OR THE ASSIGNMENT, THE SALE OF THE SELLER INTEREST IS AND WILL BE MADE ON AN “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE DISCLAIMED MATTERS. THIS COVENANT SHALL SURVIVE CLOSING. The Purchase Price has been negotiated with the mutual understanding that Buyer is purchasing the Seller Interest AS‑IS, but with the covenants, obligations, representations and warranties set forth in this Agreement, Buyer agrees that, there are no representations or warranties made by, or on behalf of, Seller in connection with this the Secured Indemnity Agreement or as to any matters concerning and 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 mattersAssignment. 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 Propertythat, except as expressly with respect to Seller's covenants and obligations in Section 1.6.3, Seller's representations and warranties set forth in Section 4 of this Agreement and/or in the Assignment, and Seller's covenants and obligations in the Secured Indemnity Agreement, includingBuyer, 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, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of itself and all of its partners, officers, employees, representatives and affiliated entities hereby waives, releases and discharges any claim it has, might have had or may have against Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited respect to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seqDisclaimed Matters.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Taubman Centers Inc)
As-Is Purchase. Seller shall deliver the Property at the Closing in its "AS IS" condition. 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 for and subject 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 representations and warranties 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 as are expressly set forth in this Agreement or give rise to any right of damagesin the Deed (as hereinafter defined), liabilityif any, claim, rescission or otherwise against Seller, except as otherwise provided herein. (a) Buyer acknowledges and agrees that Buyer is an experienced and knowledgeable Nevada public charter school and will be relying solely upon Buyer’s own inspections, investigations and analysis of acquiring the Property in purchasing the Propertyits "AS IS'' condition, WITH ALL FAULTS, IF ANY, AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, and except as otherwise provided in this Agreement(b) neither Seller nor any agents, is not relying in representatives, or employees of Seller have made any way upon any representations, statements, agreements, representations or warranties, studiesdirect or indirect, 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. to Buyer specifically acknowledges and agrees that Seller is selling and Buyer is purchasing or Buyer's Agents with respect to the Property on an “AS ISor its operation, 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, 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 limitation the square footage of the PropertyLand or the Improvements thereon, (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, habitability, merchantability, or fitness, suitability, value or adequacy of the Property its fitness for any particular purpose, or its compliance with any laws, Seller expressly disclaims any such representations or warranties and Buyer is not aware of and does not rely upon any such representation or warranty of any other party. Buyer acknowledges that the Feasibility Period will have afforded Buyer an adequate period of time and the opportunity to make such inspections (vor have such inspections made by consultants) the zoning or other legal status as it desires of the Property and all factors relevant to its use, and that Buyer has elected to go forward with the purchase of the Property based on such examinations and inspections as Buyer has deemed appropriate to make. Buyer agrees that, except as specifically provided in Section 3.1 of this Agreement, Seller has not made, does not make and specifically disclaims any representations, warranties, covenants, agreements or guaranties of any other public kind or private restrictions on use character whatsoever, whether express or implied, oral or written, past, present or future, concerning the Property and its operation, including without limitation, (a) the value of or income derived from the Property; (b) the suitability of the Property for Buyer's use, including without limitation any future development of the Property and the availability of utilities necessary to service the Property; (c) the habitability, merchantability, profitability, marketability or fitness for a particular purpose of the Property; (vid) the nature, quality or condition of the water, drainage, undershoring, subsurface, soil and geology of the Property; (e) the nature, quality or condition of the interior, exterior and structure of all Improvements, including without limitation the square footage, state (or lack) of repair and absence of latent defects; (f) the compliance of or by the Property or its operation with all applicable law, rules, ordinances or regulations of any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person authority or entity, including without limitation Buyer’s ability any and all building codes, Environmental Laws (as defined in Section 6.5(b), below), land use laws and the Americans with Disabilities Act of 1990; (g) the presence or inability absence of hazardous materials at, on, under or adjacent to obtain or maintain building permitsthe Property; (h) the conformity of the Property with and the status of all zoning requirements, either temporary or final certificates of occupancy or permitting requirements and other licenses for entitlements relevant to the use or operation contemplated use of the Property, and/or certificates ; and (i) the conformity of compliance the Improvements to any plans or specifications for the Property, (vii) the presence of hazardous materials on, under or about including any such plans and specifications included in the Property or Documents. BUYER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION MADE AVAILABLE TO BUYER OR PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED HEREIN. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS-IS" CONDITION AND BASIS, WITH ALL FAULTS. The provisions of this Section 6.4 shall survive the adjoining or neighboring property, Closing and (viii) the economics delivery of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.
Appears in 1 contract
As-Is Purchase. Except 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 otherwise provided in to, concerning or with respect to any matter whatsoever relating to the Property or this AgreementAgreement 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 thatthat except for any representations, there are no representations warranties or agreements made by Seller herein, neither Seller nor any of Seller’s employees, agents or representatives have made any representations, warranties made byor agreements, express or implied, by or on behalf of, 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 thereofCondition. 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 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, 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 hereby acknowledges, agrees and represents that the Property is to be purchased, conveyed and accepted by Buyer in its present condition, “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” and that no patent or latent defect or deficiency in the Property Condition whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof. Prior to the Effective Date, Buyer has examined, reviewed and inspected all of the Property Condition and other matters which, in Buyer’s judgment, bear upon the Property and its value and suitability for Buyer’s purposes. Upon Closing, Buyer will acquire the Property solely on the basis of its own examinations, reviews and inspections and the title insurance protection afforded by the owner’s title policy. Upon Closing, Buyer shall assume the risk that Property Conditions may not have been revealed by Buyer’s investigations. The release and waiver of claims set forth below shall be referred to as the “Release.” Upon the Closing, Buyer, on its own behalf and on behalf of each of its successors and assigns and each and all of its and their respective members, partners, officers, directors, employees, parents, affiliates and subsidiaries, and each of their respective successors and assigns (collectively, “Waiver Parties”) releases Seller and its respective members, partners, affiliates, parent business organizations, subsidiary business organizations, shareholders, officers, directors, employees and representatives (collectively, “Released Parties”) from, and waives any and all liability, claims, demands, damages and costs (including attorneys’ fees and expenses) of any and every kind or character, known or unknown, for, arising out of, or attributable to, any and all Property Conditions, including, without limitation: , any and all actual, threatened or potential claims, claims for contribution under Environmental Laws (as defined below), suits, proceedings, actions, causes of action, demands, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costs, and expenses of every kind and nature, whether now known or unknown, whether foreseeable or unforeseeable, whether under any foreign, federal, state or local law (both statutory and non-statutory), and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselves, that any of the Waiver Parties may now or hereafter have against any of the Released Parties (collectively, “Claims”), and that arise in connection with or in any way are related to (i) the quality, nature, adequacy and physical condition and aspects of the Property, includingthe financial condition of the Property, but not limited toor the financial conditions of the tenants under the Leases, appurtenancesthe value of the Property or its suitability for Buyer’s use, accessthe status of any of the Leases or of the tenants thereunder, sewage the ownership, management or operation of the Property, including any claim or demand by any tenant for the refund or return of any security deposit or other deposit, or the accuracy or completeness of any information reviewed by Buyer in connection with its investigations of the Property and utility systems, and the square footage of which may have been relied upon by Buyer in deciding to purchase the Property, (ii) any Handling (as defined below) of any Waste Materials (defined below) or Hazardous Materials (as defined below) at, beneath, to, from, or about the quality, nature, adequacy, and physical condition of soils, geology and any groundwaterProperty, (iii) the existenceany compliance or non-compliance with Environmental Laws regarding any Waste Materials, qualityHazardous Materials or any Handling related thereto at, naturebeneath, adequacy and physical condition of utilities serving to, from, or about the Property, (iv) the development potential any acts, omissions, services or other conduct related to any of the Propertyforegoing items “(i)” through “(iii),” inclusive, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, and/or (v) the zoning any condition, activity, or other legal status matter respecting the Property that is not addressed by any of the Property foregoing items “(i)” through “(iv),” inclusive, and that is related to pollution or any other public or private restrictions on use protection of the Property; (vi) environment, natural resources, or public health. This Release shall survive the compliance close of escrow and the recording of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about Deed conveying the Property or the adjoining or neighboring propertyfrom Seller to Buyer. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, and BUYER HEREBY SPECIFICALLY WAIVES SECTION 1542 OF THE CALIFORNIA CIVIL CODE (viii“SECTION 1542”) the economics of the PropertyAND ANY SIMILAR LAW OF ANY OTHER STATE, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereonTERRITORY OR JURISDICTION. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. SECTION 1542 PROVIDES: As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), following terms have the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.following definitions:
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (Paladin Realty Income Properties Inc)
As-Is Purchase. Except i. Buyer acknowledges that prior to Closing it will have had the opportunity to inspect the Property and observe the physical characteristics and condition of the Property and any and all other matters, as otherwise provided in to, concerning or with respect to any matter whatsoever relating to the Property or this AgreementAgreement 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, there are no representations except for any express representations, warranties or agreements made by Seller herein, neither Seller nor any of Seller’s employees, agents or representatives have made any representations, warranties made byor agreements, express or implied, by or on behalf of, 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 thereofCondition. 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 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, 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.
ii. Buyer hereby acknowledges, agrees and represents that the Property is to be purchased, conveyed and accepted by Buyer in its present condition, “AS IS,” “WHERE IS” and “WITH ALL FAULTS,” and that no patent or latent defect or deficiency in the Property Condition whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof.
iii. Buyer has examined, reviewed and inspected all of the Property Condition and other matters which, in Buyer’s judgment, bear upon the Property and its value and suitability for Buyer’s purposes. Upon Closing, Buyer will acquire the Property solely on the basis of its own examinations, reviews and inspections and the title insurance protection afforded by the Title Policy.
iv. Upon Closing, Buyer shall assume the risk that Property Conditions may not have been revealed by Buyer’s investigations. The release and waiver of claims set forth below shall be referred to as the “Release.” Upon the Closing, Buyer, on its own behalf and on behalf of each of its successors and assigns and each and all of its and their respective members, partners, officers, directors, employees, parents, affiliates and subsidiaries, and each of their respective successors and assigns (collectively, “Waiver Parties”) releases Seller and its respective members, partners, affiliates, parent business organizations, subsidiary business organizations, shareholders, officers, directors, beneficiaries, agents, employees, attorneys and representatives and their respective successors and assigns (collectively, “Released Parties”) from, and waives any and all liability, claims, demands, damages and costs (including attorneys’ fees and expenses) of any and every kind or character, known or unknown, for, arising out of, or attributable to, any and all Property Conditions, including, without limitation: , any and all actual, threatened or potential claims, claims for contribution under Environmental Laws (as defined below), suits, proceedings, actions, causes of action, demands, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costs, and expenses of every kind and nature, whether now known or unknown, whether foreseeable or unforeseeable, whether under any foreign, federal, state or local law (both statutory and non-statutory), and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselves, that any of the Waiver Parties may now or hereafter have against any of the Released Parties (collectively, “Claims”), and that arise in connection with or in any way are related to (i) the quality, nature, adequacy and physical condition and aspects of the Property, includingthe financial condition of the Property, but not limited toor the financial conditions of the tenants under the Leases, appurtenancesthe value of the Property or its suitability for Buyer’s use, accessthe status of any of the Leases or of the tenants thereunder, sewage the ownership, management or operation of the Property, including any claim or demand by any tenant for the refund or return of any security deposit or other deposit actually delivered (or credited) to Buyer at Closing, or the accuracy or completeness of any information reviewed by Buyer in connection with its investigations of the Property and utility systems, and the square footage of which may have been relied upon by Buyer in deciding to purchase the Property, (ii) any Handling (as defined below) of any Waste Materials (defined below) or Hazardous Materials (as defined below) at, beneath, to, from, or about the quality, nature, adequacy, and physical condition of soils, geology and any groundwaterProperty, (iii) the existenceany compliance or non-compliance with Environmental Laws regarding any Waste Materials, qualityHazardous Materials or any Handling related thereto at, naturebeneath, adequacy and physical condition of utilities serving to, from, or about the Property, (iv) the development potential any acts, omissions, services or other conduct related to any of the Propertyforegoing items “(i)” through “(iii),” inclusive, and/or (v) any condition, activity, or other matter respecting the Property that is not addressed by any of the foregoing items “(i)” through “(iv),” inclusive, and that is related to pollution or protection of the Property’s useenvironment, habitability, merchantabilitynatural resources, or fitness, suitability, value or adequacy public health.
v. Buyer acknowledges that any condition of the Property for which Buyer discovers or desires to correct or improve prior to or after the Closing Date shall be at Buyer’s sole expense. Buyer shall defend, hold harmless and indemnify the Released Parties and each of them from and against all claims, suits, demands, losses, damages and expenses (including reasonable attorneys’ and consultants’ fees and costs) incurred as a result of actions that are inconsistent with the provisions of this Section 4(e) of Buyer, or its successors under this Agreement or of entities or persons who or which at any particular purposetime control, (v) are under common control with or are controlled by Buyer. This Release and indemnity shall survive the zoning or other legal status close of escrow and the recording of the Deed conveying the Property or any other public or private restrictions on use from Seller to Buyer.
vi. Without limiting the generality of the Property; (vi) foregoing, Buyer further waives any rights, remedies or defenses Buyer may have with respect to the compliance requirements of California Code of Regulations, Title 20, §§1680-1684 and acknowledges that Seller has not made and does not make any representations with respect to the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions accuracy or completeness of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability information provided to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits Buyer pursuant to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seqsuch requirements.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (RLJ Lodging Trust)
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. a) 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 Purchaser acknowledges and agrees that Seller is selling the Subject Assets and Buyer is purchasing all other aspects of the Property on an Transaction are being sold and purchased “AS ISas-is, WITH ALL FAULTS” basis and that Buyer is not relying on where-is”, without any representations representation, warranty or warranties of any kind whatsoever, express or implied, from Seller, its agents or brokers as to any matters concerning the Property, 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.
(b) Except as expressly provided in Section 6.1, the Vendor makes no representations or warranties of any nature whatsoever with respect to any information or documentation Disclosed to the Purchaser, nor with respect to the Subject Assets (including, without limitation: , the Vendor’s title thereto and any Encumbrances), the Property or any other assets or the Transaction including, without limitation, (i) the quality, nature, adequacy and structural integrity or any other aspect of the physical condition of the Building, (ii) the conformity of the Building to any plans or specifications for the Property (including, but not limited to, any plans and aspects specifications that may have been or which may be provided to the Purchaser), (iii) the conformity of the Property to past, current or future applicable zoning or building code requirements or other Applicable Laws, (iv) the existence of soil instability, past soil repairs, soil additions or conditions of soil fill or any other matter affecting the stability or integrity of the Lands, or any Building situated on or as part of the Property, (v) the sufficiency of any drainage, (vi) whether the Property is located wholly or partially in a flood plain or a flood hazard boundary or similar area, (vii) the existence or non-existence of underground storage tanks, (viii) the availability of public utilities and services for the Property, (ix) the fitness or suitability of the Property for occupancy or any intended use (including matters relating to health and safety and the environment), (x) the potential for further development of the Property, (xi) the existence of land use, zoning or building entitlements affecting the Property, (xii) the existence of any unused density that would permit a redevelopment of the Property, (xiii) the status of any Contracts or Permitted Encumbrances, and or that any of the Contracts or Permitted Encumbrances is assignable or in good standing, (xiv) the presence of toxic wastes, hazardous materials or contaminants in, on or about the Property or any other environmental issue or condition, or (xv) the conformity of the Property to the Heritage Act (Ontario) or to any municipal by-laws relating to the preservation of heritage, cultural or historical properties (collectively, the “Property Conditions”).
(c) As part of the Purchaser’s agreement to purchase the Subject Assets and accept the Subject Assets and the Property “as-is, where-is”, and not as a limitation on such agreement, the Purchaser hereby unconditionally and irrevocably waives any and all actual or potential rights or claims the Purchaser might have against the Vendor pursuant to any warranty, express or implied, of any kind or type, other than those representations and warranties expressly set forth in this Agreement, or in any of the Closing Documents relating to the Property or any other assets, the Subject Assets, the Property Conditions or any other aspect of the Transaction. Such waiver is absolute, unlimited and includes, but is not limited to, waiver of express warranties, implied warranties, warranties of fitness for a particular use, warranties of merchantability, warranties of occupancy, strict liability and claims of every kind and type, including, but not limited to, appurtenancesclaims regarding defects, accesswhether or not discoverable, sewage and utility systemsproduct liability claims, or similar claims, and to all other extent or later created or conceived of strict liability or strict liability type claims and rights.
(d) Except as otherwise expressly provided in Section 6.1, the square footage Vendor shall not be responsible or liable for any misrepresentation, lack of the Property, (ii) the quality, nature, adequacy, and physical condition disclosure or incorrect or incomplete disclosure 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, habitability, merchantability, nature whatsoever or fitness, suitability, value or adequacy of failure to investigate the Property for any particular purpose, (v) on the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions part of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes broker or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transactionsales agent, or any other matters concerning purported or acknowledged agent, representative, contractor, consultant or employee of the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present Vendor or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seqany third party.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.
Appears in 1 contract
As-Is Purchase. Except as otherwise provided in this AgreementAssignee hereby represents, Buyer warrants, and agrees that, there are no representations as of the date of this Assignment and as of the Closing Date: (i) it is buying and accepting the Property on an “AS IS” basis, with all patent, latent, and hidden defects; (ii) it has had the opportunity to make or warranties will have made byprior to the Closing its own investigations, studies, and inspections of the Property as it deems necessary or on behalf ofappropriate, Seller including, without limitation, the physical aspects and condition of the Property and the Property’s compliance with all laws and regulations applicable to the Property’s current or intended use or development; (iii) in connection with this Agreement its investigations, studies and inspections of the Property it has contracted or had the opportunity to contract with certain advisors and consultants, including, but not limited to, environmental consultants, engineers and geologists, to conduct such environmental, hazardous material, geological, soils, hydrology, seismic, endangered species, archeological, physical, structural, mechanical and other inspections of the Property as Assignee deemed to be necessary, including without limitation those items described in the Natural Hazard Disclosure Statement; (iv) it is relying solely on its and its advisors’ and consultants’ investigations, studies and inspections as to any matters concerning the Property, including but its condition and other characteristics and compliance with laws and regulations; (v) it is relying solely on its own review and analysis of the Due Diligence Materials, and it acknowledges and agrees that, except for the express representations and warranties in Section 7.2 of the Agreement, Seller has not limited made any representation or warranty whatsoever concerning the completeness or the accuracy of information contained in the Due Diligence Materials; (vi) it has not received from Seller any accounting, tax legal, architectural, engineering, property management, environmental or other advice with respect to this transaction and is relying solely upon the advice of its own accounting, tax, legal, architectural, engineering, property management, environmental and other advisors; and (vii) it is not relying on any implied or express warranty or representation by Seller (except for the express representations and warranties in Section 7.2 of the Agreement), and Seller shall have no liability, with respect to the value, uses, habitability, physical or environmental condition, acreagedesign, operation, financial condition or prospects, or fitness for purpose or use of the Property (or any portion thereof), or any other aspect, portion or component of the Property. Without limiting the generality of the foregoing, except for the express representations and warranties of Seller contained in Section 7.2 of the Agreement, Seller disclaims the making of any representations or warranties, express or implied, regarding the Property, its condition, or matters affecting the Property, including, without limitation, title to or the boundaries of the Property, topography, climate, waterair, water rights, utilities, leases, water, present or and future zoning or entitlementzoning, soilphysical condition, subsoilsoil condition, hazardous materials (including without limitation asbestos)pest control matters, the purpose for engineering characteristics, traffic patterns, purposes to which the Property is may be suited, value, potential for development, hazardous materials, contamination, flood hazard areas, 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 PropertyProperty or the Improvements, (ii) compliance with building, health and safety laws, environmental laws, land use laws and regulations to which the quality, nature, adequacy, Property may be subject and physical condition of soils, geology and all other matters in any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving way affecting the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions ownership thereof. As used in The provisions of this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq1.1 shall survive Closing.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.
Appears in 1 contract
As-Is Purchase. Except as otherwise provided in this Agreement, Buyer agrees that, there are no representations or warranties made by, or 2.1. No Reliance by Purchaser.
(a) Purchaser shall not rely 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, studiespromises, reports, descriptions, guidelines understandings or other information or material furnished by Seller or its representatives, whether oral or writtenrepresentations, express or implied, of Seller or any nature whatsoever regarding agent of Seller relating to the present or future physical condition, development potential, operation, income generated by, or any other matter or thing affected by or related to the Membership Interest or the Property which are not contained in this Agreement, and no such representation or warranty shall be implied. The Membership Interest is being sold, and Purchaser is thereby acquiring ownership of the foregoing mattersProperty, in its present condition and state of repair. Buyer specifically acknowledges and agrees that Seller is selling and Buyer is purchasing Purchaser shall accept the Property on in an “AS IS, ” “WHERE IS” condition and “WITH ALL FAULTS” basis as of the date of this Agreement and that Buyer is not relying on any representations as of the Closing.
(b) Neither the Seller nor the LLC (i) developed or warranties of any kind whatsoever, express or implied, from Seller, its agents or brokers as to any matters concerning constructed the Property; and (ii) the LLC has delegated the day-to-day management of the Property to a property management company (the “Manager”). Except as expressly set forth herein, Purchaser hereby releases Seller from all responsibility and liability regarding the Property and, subject to Section 5.2, regarding the Membership Interest.
(c) Purchaser expressly understands and acknowledges that unknown liabilities may exist with respect to the Property, that, except as expressly set forth herein, Purchaser explicitly took that possibility into account in this Agreementdetermining and agreeing to the Purchase Price, includingand that a portion of such consideration, without limitation: (i) having been bargained for between the quality, nature, adequacy and physical condition and aspects parties with the knowledge of the Propertypossibility of such unknown liabilities, including, but not limited to, appurtenances, access, sewage shall be given in exchange for a full accord and utility systems, satisfaction and discharge of Seller of all such liabilities.
(d) Seller and the square footage of the Property, (ii) the quality, nature, adequacy, LLC do not make and physical condition of soils, geology have not made and specifically disclaim 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, habitability, merchantability, representation or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) warranty regarding the compliance or noncompliance of the Property with any applicable codesthe Americans With Disabilities Act, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person statute, law, ordinance, code, rule, regulation, order or entitydecree regulating, relating to or imposing liability or standards of conduct concerning access and accommodation for disabled persons.
2.1.1. Seller and the LLC have requested Purchaser to fully inspect the Property and investigate all matters relevant thereto to Purchaser’s complete satisfaction and Purchaser shall so inspect and investigate the Property and matters relevant to the Property to its satisfaction. Except as expressly provided herein, Purchaser shall rely solely upon the results of Purchaser’s own inspections or other information obtained or otherwise available to Purchaser, rather than any information that may have been provided by Seller or the LLC.
2.1.2. Except as expressly provided herein, Purchaser expressly disclaims any reliance on information provided to it by Seller or the LLC in connection with its inspection and agrees that it shall rely solely on its own independently developed or verified information.
2.1.3. Purchaser waives and releases Seller and the LLC from any present or future claims, including without limitation Buyer’s ability claims for punitive and/or consequential damages, arising from or inability relating to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence or alleged presence of hazardous materials asbestos or harmful or toxic substances in, on, under or about the Property or the adjoining or neighboring propertyincluding, and (viii) the economics of the Propertywithout limitation, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations or warranties made by any claims under or on behalf account of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as the same may have been or may be amended from time to time, and similar state statutes, and any regulations promulgated thereunder, (42 U.S.C. Sections 6901ii) any other federal, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal state or local government authority to be capable of posing a risk law, ordinance, rule or injury to healthregulation, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulatein effect, that deals with or otherwise in any manner relates to, environmental matters of any kind, or (iii) this Agreement or the common law.
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Samples: Purchase and Sale Agreement (Capital Lease Funding Inc)
