AS-IS; RELEASE Sample Clauses
The AS-IS; RELEASE clause establishes that the buyer accepts the goods or property in their current condition, without any warranties or guarantees from the seller regarding quality, fitness, or future performance. In practice, this means the seller is not responsible for any defects, repairs, or issues that may arise after the sale, and the buyer cannot later claim compensation for such problems. This clause primarily functions to allocate risk to the buyer and protect the seller from future liability, ensuring that the transaction is final and that the seller is released from further obligations.
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AS-IS; RELEASE. AS AN ESSENTIAL INDUCEMENT TO SELLER TO ENTER INTO THIS AGREEMENT, AND AS PART OF THE DETERMINATION OF THE PURCHASE PRICE, BUYER ACKNOWLEDGES, UNDERSTANDS AND AGREES AS OF THE EFFECTIVE DATE AND AS OF THE CLOSING TO THE PROVISIONS SET FORTH BELOW.
11.1 AS-IS, WHERE-IS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 7.1 ABOVE, BUYER ACKNOWLEDGES AND AGREES THAT (A) THE SALE OF THE PROPERTY HEREUNDER IS AND WILL BE MADE ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, WITH BUYER ASSUMING THE PROPERTY IN SUCH CONDITION AND AGREEING THAT SELLER SHALL NOT HAVE ANY RESPONSIBILITY FOR THE CONDITION OF THE PROPERTY (OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE REPAIR OF ANY PORTION OF THE PROPERTY AND/OR FOR THE CONSTRUCTION OF ANY IMPROVEMENTS), (B) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY OR ANY OTHER MATTER WHATSOEVER (INCLUDING, WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES REGARDING ANY HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY OR THE CONSTRUCTION OF ANY IMPROVEMENTS), (C) BUYER HAS CONFIRMED INDEPENDENTLY ALL INFORMATION THAT IT CONSIDERS MATERIAL TO ITS PURCHASE OF THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREBY (INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE REAL PROPERTY AND TITLE TO THE PROPERTY), (D) BUYER IS A SOPHISTICATED BUYER AND ACKNOWLEDGES THAT TO THE FULLEST EXTENT AT LAW, SELLER SHALL NOT BE RESPONSIBLE FOR ANY MATTERS AFFECTING THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY REMEDIATION OF ANY HAZARDOUS MATERIALS OR CONSTRUCTION OF ANY IMPROVEMENTS OR OTHERWISE WITH RESPECT TO THE PROPERTY, AND (E) ANY INFORMATION PROVIDED WITH RESPECT TO THE PROPERTY IS SOLELY FOR BUYER’S CONVENIENCE AND SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF THE SAME. AS USED HEREIN, “HAZARDOUS MATERIALS” MEANS ANY HAZARDOUS, TOXIC OR DANGEROUS WASTE, SUBSTANCE OR MATERIAL, POLLUTANT OR CONTAMINANT, AS DEFINED FOR PURPOSES OF THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980 (42 U.S.C. SECTION 9601 ET SEQ.), AS AMENDED, OR THE RESOURCE CONSERVATION AND RECOVERY ACT (42 U.S.C. SECTION 6901 ET SEQ.), AS AMENDED, OR ANY OTHER LAWS, OR ANY SUBSTANCE ...
AS-IS; RELEASE. (a) Purchaser acknowledges that Purchaser has had and will have the opportunity to independently and personally inspect the Property and the Membership Interests and that Purchaser has entered into this Contract based upon its ability to make such examination and inspection. Except for the express representations and warranties of Seller contained in Section 5.1 and in the documents executed and delivered by Seller in accordance with the Closing, the Property and the Membership Interests are to be conveyed to and accepted by Purchaser (vis-à-vis Purchaser’s purchase of the Membership Interests) at Closing in their then present condition "AS IS, WITH ALL FAULTS (WHETHER LATENT, PATENT OR DETECTABLE OR NOT), AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED", and without any reduction in the Purchase Price for any change in the physical or financial condition occurring from and after the Effective Date. Notwithstanding anything contained herein to the contrary, it is understood and agreed that, except for the express representations and warranties of Seller contained in Section 5.1 and in the documents executed and delivered by Seller in accordance with the Closing, no Person has made and no Person is now making, and Seller specifically disclaims, any warranties, representations or guaranties of any kind or character, express or implied, oral or written, past, present or future, with respect to the Property and/or the Membership Interests, including, but not limited to, warranties, representations or guaranties as to (1) matters of title (other than Seller's warranty of title set forth in the Deeds to be delivered at Closing); (2) environmental matters of any kind relating to the Property, the Land or the Improvements or any portion thereof (including the condition of the soil or groundwater beneath the Property); (3) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water and earthquake faults and the resulting damage of past and/or future earthquakes; (4) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, flood prone area, flood plain, floodway or special flood hazard; (5) drainage; (6) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the s...
AS-IS; RELEASE. (a) As-Is. Purchaser acknowledges and agrees that if Purchaser fails to terminate this Agreement on or before the expiration of the Investigation Period, the Property shall be sold, and Purchaser shall accept possession of the Property on the Closing Date “AS IS - WHERE IS, WITH ALL FAULTS,” with no right of setoff or reduction in the Purchase Price, and Purchaser shall assume the risk that adverse physical, environmental, economic or legal conditions may not have been revealed by Purchaser’s Investigations, whether or not Purchaser shall have made any such Investigation. Except as expressly set forth in Section 6(a)(i), neither Seller nor Seller’s Representatives have or shall be deemed to have made any representations or warranties, express or implied, regarding the Property or any matters affecting the Property, including without limitation the physical condition of the Property, title to or boundaries of the Property, soil conditions, the presence or absence, location or scope of any Hazardous Materials in, at, or under the Property, compliance with building, health, safety, land use or zoning Laws, other engineering characteristics, traffic patterns, parking and all other information pertaining to the Property. Purchaser moreover acknowledges (i) that Purchaser is a sophisticated buyer, knowledgeable and experienced in the financial and business risks attendant to investments in real property and capable of evaluating the merits and risks of entering into this Agreement and purchasing the Property, (ii) that Purchaser has entered into this Agreement with the intention of making and relying upon its own (or its experts’) investigation of the physical, environmental, economic and legal condition of the Property, and (iii) that Purchaser is not relying upon any representation or warranty concerning the Property made by Seller or Seller’s Representatives other than as expressly set forth in this Agreement. Except as otherwise expressly provided in this Agreement, Seller shall not have any liability of any kind or nature for any condition or defect in the Property, whether such condition or defect is latent or patent, and regardless of when any such condition or defect is discovered.
AS-IS; RELEASE. Upon Final Completion, the City will accept the Project in its then “as-is” condition (with all faults) and, at Facebook’s request, provide a written acceptance and waiver of liability (including a waiver of its rights under California Civil Code Section 1542, or its equivalent). The City acknowledges and agrees that Facebook is not making any representation or warranty, express or implied, as to the value, uses, habitability, condition, design, operation, utility, or fitness for purpose or use of the Project or the Property (or any part thereof) or any other guarantee, representation, or warranty whatsoever, express or implied, with respect to any portion of the Project or the Property. Further, Facebook will have no liability for any latent, hidden, or patent defect as to the Project or the Property or the failure of either (or any part thereof) to comply with any applicable laws or regulations. Notwithstanding anything to the contrary set forth in this Section 6.3, the City does not waive any claim against any architect, engineer, and/or contractor relating to the plan, design, and/or construction of the Project. The City hereby releases Facebook from all responsibility and liability regarding the value, usability, habitability, condition, design, operation, or utility of the Project or the Property, or its or their suitability for any purpose whatsoever, and to the enforcement of any warranties given or delivered by the general contractor, subcontractors and suppliers.
AS-IS; RELEASE. Except as specifically set forth in this Lease, ▇▇▇▇▇▇ acknowledges and agrees that LAUSD makes no representations or warranties, express or implied, as to the Leased Premises or the transactions contemplated by this Lease. Prior to the Effective Date of this Lease, Tenant shall conduct any and all inspections of the Leased Premises that it deems to be necessary or appropriate to its full and complete satisfaction, and if Tenant leases the Leased Premises from LAUSD, Tenant acknowledges that it will be leasing the Leased Premises with full knowledge of any and all conditions of the Leased Premises. Tenant acknowledges that it is fully capable of evaluating the Leased Premises’ suitability for Tenant’s intended use. ▇▇▇▇▇▇ agrees to accept the Leased Premises “as is,” “where is” and “with all faults” and subject to any condition which may exist, without any representation or warranty by LAUSD. Tenant shall be liable for and shall indemnify and defend LAUSD from any and all damage or destruction of the Leased Premises and any property located thereon, injury or death of persons, or any other claims, losses or demands arising solely from Tenant’s inspection and due diligence review of the Leased Premises.