“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b), Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition of the Property (as hereinafter defined). Except as otherwise expressly provided in Section 6(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to title, survey conditions, use of the Property for Purchaser’s intended use, the physical condition of the Property or any improvements thereon or any repairs required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development, investment potential, tax ramifications or consequences, compliance with law, present or future zoning, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the Property, and without limiting anything in this Section 7 the parties expressly agree and acknowledge that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental matters. (b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition of the Property. (c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the physical, environmental or other similar conditions on or about the Property, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories. (d) The provisions of this Section shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deed.
Appears in 9 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b)herein, Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, Property or the “Condition of the Property Property” (as hereinafter defined). Except as otherwise expressly provided in Section 6(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to titletitle (other than the special warranty of title expressly set forth in the Deed), survey conditions, use of the Property for Purchaser’s intended use, the physical condition of the Property or any improvements thereon or any repairs required thereto (whether required due to Seller’s removal of any personal property or otherwise)thereto, past or present use, development, investment potential, tax ramifications or consequences, compliance with law, present or future zoning, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the Property, and without limiting anything in this Section 7 17 the parties expressly agree and acknowledge that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, that Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental matters.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition Condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' ’ fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the physical, environmental or other similar conditions on or about the Property, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Resources Resource 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 1801, et seq.), the Toxic Substance Substances Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) The provisions of this Section shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time. Additionally, the Deed shall contain the following provisions: “Purchaser specifically takes and accepts the property “AS IS”, “WHERE IS”, in its present condition. Purchaser acknowledges that Seller has made no representations or warranties of any kind or character, express or implied, with respect to the property (other than Seller’s limited warranty of title as set forth herein), including, without limitation, any warranties or representations as to the habitability, merchantability, fitness for a particular purpose, fitness for its intended use, fitness for ordinary use, physical or environmental condition (including, without limitation, the presence or absence of any hazardous materials), or any other matter or thing regarding the property herein sold. Seller hereby disclaims all warranties with respect to the property (other than Seller’s limited warranty of title as set forth herein), and shall Purchaser hereby waives all such warranties. Without limiting the generality of the foregoing, Seller does not warrant that the property is free from redhibitory or latent defects or vices or that it is fit for its intended use or ordinary use, and Seller further specifically disclaims and makes no representations or warranties whatsoever with respect to the quality or quantity of the legal description of the Property set forth herein, including, without limitation, whether the legal description of the Property is over-inclusive or under-inclusive or in any other manner inaccurate, incomplete or defective.” “As a material and integral consideration for the execution of this act of sale by Seller, Purchaser waives and releases Seller from any and all claims and or causes of action which Purchaser may have or hereafter may be included otherwise entitled to, based on vices or defects in the Deedproperty herein sold, including all improvements located thereon, whether for redhibition or for the reduction or diminution of the purchase price or consideration under Louisiana Civil Code articles 2475, 2520 and 2524, or for peaceable possession or restitution of the purchase price or consideration under Louisiana Civil Code articles 2475 and 2500 through 2517, concealment or based upon any other theory of law. The Purchaser further assumes the risk as to all vices and defects in the property, including all improvements located thereon, whether those vices or defects are latent and/or not discoverable upon simple inspection, and including those vices or defects, knowledge of which would deter Purchaser from making this purchase.” “Purchaser further acknowledges that Purchaser (a) had ample opportunity to fully inspect the property, (b) has inspected the property to the extent Purchaser desired, (c) desires to purchase the property in its present condition, (d) agrees to purchase the property subject to any physical encroachments on the property or any physical encroachments by improvements located on the property onto adjacent property.” “Without limiting the generality of the foregoing and as further consideration for this sale, Purchaser, its assigns and transferees hereby accepts the Property “as is, where is”, in its existing environmental condition and waives, discharges, and releases Seller, its affiliates, predecessors, successors, assigns, agents, officers, employees, directors and insurers from any and all claims and/or causes of action which Purchaser or its assigns or transferees may have or hereafter be otherwise entitled to, whether affecting person and/or property, for (i) any environmental liabilities arising from the Property, including any claims, demands, causes of actions (both public and private), judgments, attorneys' fees, costs, expenses, penalties and fines, imposed or assessed under any federal, state or local environmental law, rule, regulation, or ordinance involving the environment including, but without limitation, Statewide Order 29 B by Office of Conservation, Department of Natural Resources, State of Louisiana, the Louisiana Abandoned Oilfield Waste State Law (La. R.S. 30:71, et seq.), as amended, the Louisiana Environmental Quality Act (La. R.S. 30:2001, et seq.), as amended, the Comprehensive Environmental Response, Compensation and Liability Act, (42
Appears in 5 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b)herein, Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, Property or the “Condition of the Property Property” (as hereinafter defined). Except as otherwise expressly provided in Section 6(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to titletitle (other than the special warranty of title expressly set forth in the Deed), survey conditions, use of the Property for Purchaser’s intended use, the physical condition of the Property or any improvements thereon or any repairs required thereto (whether required due to Seller’s removal of any personal property or otherwise)thereto, past or present use, development, investment potential, tax ramifications or consequences, compliance with law, present or future zoning, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the Property, and without limiting anything in this Section 7 17 the parties expressly agree and acknowledge that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, that Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental matters.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition Condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' ’ fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the physical, environmental or other similar conditions on or about the Property, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Resources Resource 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 1801, et seq.), the Toxic Substance Substances Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) The provisions of this Section shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time. Additionally, the Deed shall contain the following provisions: “Purchaser specifically takes and accepts the property “AS IS”, “WHERE IS”, in its present condition. Purchaser acknowledges that Seller has made no representations or warranties of any kind or character, express or implied, with respect to the property (other than Seller’s limited warranty of title as set forth herein), including, without limitation, any warranties or representations as to the habitability, merchantability, fitness for a particular purpose, fitness for its intended use, fitness for ordinary use, physical or environmental condition (including, without limitation, the presence or absence of any hazardous materials), or any other matter or thing regarding the property herein sold. Seller hereby disclaims all warranties with respect to the property (other than Seller’s limited warranty of title as set forth herein), and shall Purchaser hereby waives all such warranties. Without limiting the generality of the foregoing, Seller does not warrant that the property is free from redhibitory or latent defects or vices or that it is fit for its intended use or ordinary use, and Seller further specifically disclaims and makes no representations or warranties whatsoever with respect to the quality or quantity of the legal description of the Property set forth herein, including, without limitation, whether the legal description of the Property is over-inclusive or under-inclusive or in any other manner inaccurate, incomplete or defective.” “As a material and integral consideration for the execution of this act of sale by Seller, Purchaser waives and releases Seller from any and all claims and or causes of action which Purchaser may have or hereafter may be included otherwise entitled to, based on vices or defects in the Deedproperty herein sold, including all improvements located thereon, whether for redhibition or for the reduction or diminution of the purchase price or consideration under Louisiana Civil Code articles 2475, 2520 and 2524, or for peaceable possession or restitution of the purchase price or consideration under Louisiana Civil Code articles 2475 and 2500 through 2517, concealment or based upon any other theory of law. The Purchaser further assumes the risk as to all vices and defects in the property, including all improvements located thereon, whether those vices or defects are latent and/or not discoverable upon simple inspection, and including those vices or defects, knowledge of which would deter Purchaser from making this purchase.” “Purchaser further acknowledges that Purchaser (a) had ample opportunity to fully inspect the property, (b) has inspected the property to the extent Purchaser desired,
Appears in 5 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b), Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition of the Property (as hereinafter defined). Except as otherwise expressly provided in Section 6(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to title, survey conditions, use of the Property for Purchaser’s intended use, the physical condition of the Property or any improvements thereon or any repairs required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development, investment potential, tax ramifications or consequences, compliance with law, present or future zoning, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the Property, and without limiting anything in this Section 7 the parties expressly agree and acknowledge that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental matters.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the physical, environmental or other similar conditions on or about the Property, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) The provisions of this Section shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deed.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b)herein, Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or statementor expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, Property or the “Condition of the Property Property” (as hereinafter defined). Except as otherwise expressly provided in Section 6(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to titletitle (other than the special warranty of title expressly set forth in the Deed), survey conditions, use of the Property for Purchaser’s intended use, the physical condition of the Property or any improvements thereon or any repairs required thereto (whether required due to Seller’s removal of any personal property or otherwise)thereto, past or present use, development, investment potential, tax ramifications or consequences, compliance with law, present or future zoningfuturezoning, the presence or presenceor absence of hazardous substances or substancesor other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the Property, and without limiting anything in this Section 7 17 the parties expressly agree and acknowledge that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the ““ Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, that Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes substancesor toxicwastes or substances, pollutants, contaminants, or other environmental matters.
(b) Purchaser acknowledges Purchaseracknowledges and agrees that it will have full havefull opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition Condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of causesof action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' ’ fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, ““ Claims”), that may arise on account of or in any way be connected with the physical, environmental or other similar conditions on or about the Property, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Resources Resource 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 1801, et seq.), the Toxic Substance Substances Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) The provisions of this Section shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time. Additionally, the Deed shall contain the following provisions: “Purchaser specifically takes and accepts the property “AS IS”, “WHERE IS”, in its present condition. Purchaser acknowledges that Seller has made no representations or warranties of any kind or character, express or implied, with respect to the property (other than Seller’s limited warranty of title as set forth herein), including, without limitation, any warranties or representations as to the habitability, merchantability, fitness for a particular purpose, fitness for its intended use, fitness for ordinary use, physical or environmental condition (including, without limitation, the presence or absence of any hazardous materials), or any other matter or thing regarding the property herein sold. Seller hereby disclaims all warranties with respect to the property (other than Seller’s limited warranty of title as set forth herein), and shall Purchaser hereby waives all such warranties. Without limiting the generality of the foregoing, Seller does not warrant that the property is free from redhibitory or latent defects or vices or that it is fit for its intended use or ordinary use, and Seller further specifically disclaims and makes no representations or warranties whatsoever with respect to the quality or quantity of the legal description of the Property set forth herein, including, without limitation, whether the legal description of the Property is over-inclusive or under-inclusive or in any other manner inaccurate, incomplete or defective.” “As a material and integral consideration for the execution of this act of sale by Seller, Purchaser waives and releases Seller from any and all claims and or causes of action which Purchaser may have or hereafter may be included otherwise entitled to, based on vices or defects in the Deedproperty herein sold, including all improvements located thereon, whether for redhibition or for the reduction or diminution of the purchase price or consideration under Louisiana Civil Code articles 2475, 2520 and 2524, or for peaceable possession or restitution of the purchase price or consideration under Louisiana Civil Code articles 2475 and 2500 through 2517, concealment or based upon any other theory of law. The Purchaser further assumes the risk as to all vices and defects in the property, including all improvements located thereon, whether those vices or defects are latent and/or not discoverable upon simple inspection, and including those vices or defects, knowledge of which would deter Purchaser from making this purchase.” “Purchaser further acknowledges that Purchaser (a) had ample opportunity to fully inspect the property, (b) has inspected the property to the extent Purchaser desired,
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b), Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition of the Property (as hereinafter defined). Except as otherwise expressly provided in Section 6(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to title, survey conditions, use of the Property for Purchaser’s intended use, the physical condition of the Property or any improvements thereon or any repairs required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development, investment potential, tax ramifications or consequences, compliance with law, present or future zoning, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the Property, and without limiting anything in this Section 7 17 the parties expressly agree and acknowledge that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental matters.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the physical, environmental or other similar conditions on or about the Property, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories, or any other conditions (whether patent, latent or otherwise) affecting the Property.
(d) The provisions of this Section shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deed.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b), Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition of the Property (as hereinafter defined). Except as otherwise expressly provided in Section 6(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to title, survey conditions, use of the Property for Purchaser’s intended use, the physical condition of the Property or any improvements thereon or any repairs required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development, investment potential, tax ramifications or consequences, compliance with law, present or future zoning, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the Property, and without limiting anything in this Section 7 the parties expressly agree and acknowledge that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental matters.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the physical, environmental or other similar conditions on or about the Property, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) The provisions of this Section shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deed.42
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b5(b), Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition of the Property (as hereinafter defined). Except as otherwise expressly provided in Section 6(b5(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND FAULTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b5(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to title, the Permitted Exceptions or any covenants, conditions or restrictions affecting the Property, survey conditions, water or water rights, use of the Property for Purchaser’s intended use, the physical and structural condition of the Property or any improvements thereon or any repairs or replacements required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development rights or development, entitlements, benefits or other rights in connection with any development, investment potential, tax ramifications ramifications, liabilities or consequencesconsequences (including with respect to current or future tax assessment or valuation), economic projections or market studies concerning the Property including, without limitation, with respect to the actual or projected income or operating expenses of the Property and viability or financial condition of any tenant, the status of the leasing market in which the Property is located, compliance with lawlaw (including, without limitation, Environmental Laws), present or future zoningzoning or the ability to obtain a change or variation therein, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the PropertyHazardous Substances, and without limiting anything in this Section 7 the parties 17, Purchaser expressly agree agrees and acknowledge acknowledges that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), topography, drainage, soil, subsoil of the Property, the availability of any financing for the purchase, alteration, rehabilitation or operation of the Property from any source, including, without limitation, any government authority or any lender, the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental mattersHazardous Substances.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns or anyone claiming by, through or under Purchaser, fully and irrevocably waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' ’ fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the disclaimers and disclosures provided in this Section 17, including, without limitation, construction defects, Hazardous Substances, physical, environmental or other similar conditions on or about the PropertyProperty (whether patent, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.latent or otherwise), 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) Purchaser further acknowledges and agrees that the foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including, but not limited to, those relating to known and suspected claims, damages and causes of action. As a material covenant and condition of this Agreement, Purchaser agrees that in the event of any such construction defects, error or omissions, the presence of Hazardous Substances, or any other conditions affecting the Property, Purchaser shall look solely to Seller’s predecessors in interest or to such contractors and consultants as may have contracted for work in connection with the Property for any redress or relief, except for claims against Seller based upon any obligations and liabilities of Seller expressly provided in this Agreement.
(e) If Purchaser has a claim under the owner’s policy of title insurance (“Title Policy”) issued pursuant to the Commitment and the subject matter of that claim also constitutes a breach of any representation, warranty or covenant made by Seller in this Agreement or the Deed, Purchaser agrees that it will first look to the Title Policy for recovery on such claim and to the extent of any recovery under the Title Policy, Purchaser covenants and agrees to waive, release and not to assert any claim against Seller for a breach of a representation, warranty, or covenant with respect to such claim. The provisions of this Section 17(e) shall survive Settlement and the delivery of the Deed.
(f) The provisions of this Section 17 shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deed.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b)EXCEPT FOR THOSE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III AND ARTICLE IV, Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition of the Property (as hereinafter defined). Except as otherwise expressly provided in Section 6(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlementi) THE COMPANIES AND SELLER’S INTEREST IN THE PPL GAS UTILITIES SHARES ARE BEING TRANSFERRED “AS IS, WHERE IS, WITH ALL DEFECTS FAULTS,” AND WITHOUT (ii) SELLER EXPRESSLY DISCLAIMS ANY WRITTEN REPRESENTATIONS OR ORAL REPRESENTATION WARRANTIES OF ANY KIND OR WARRANTY WHATSOEVERNATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR ARISING BY OPERATION QUALITY OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(bTHE COMPANIES OR THE PPL GAS UTILITIES SHARES OR THE PROSPECTS (FINANCIAL OR OTHERWISE), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to title, survey conditions, use of the Property for Purchaser’s intended use, the physical condition of the Property or any improvements thereon or any repairs required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development, investment potential, tax ramifications or consequences, compliance with law, present or future zoning, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the Property, and without limiting anything in this Section 7 the parties expressly agree and acknowledge that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental mattersRISKS AND OTHER INCIDENTS OF THE COMPANIES AND THEIR ASSETS.
(b) Purchaser acknowledges Except for the obligations of Seller under this Agreement and agrees that it will have full opportunity to inspect the Transition Services Agreements, for and investigate each and every aspect in consideration of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition transfer of the Property.
PPL Gas Utilities Shares, effective as of the Closing Date, Buyer hereby absolutely and unconditionally releases, acquits and forever discharges, and shall cause each of its Affiliates (cincluding the Companies) Without limiting the aboveto absolutely and unconditionally release, Purchaser on behalf of itself acquit and forever discharge, Seller and its successors Affiliates (including PPL Services Corporation), each of their present and assigns waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholdersformer officers, directors, members, managers, officers, employees and agents, agents and each of their respective heirs, successorsexecutors, personal representatives administrators, successors and assigns (collectively, the “Seller Related Parties”)assigns, from any and all demandscosts, claims, causes of action, legal or administrative proceedings, losses, liabilitiesexpenses, damages, penaltiesdebts, finesor any other obligations, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' fees, court costs, expert witness fees, assessment costs, cleanup costs liabilities and monitoring costs)claims whatsoever, whether direct or indirect, known or unknown, foreseen both in law and in equity, including any claims under Environmental Laws, in each case to the extent arising out of or unforeseen resulting from the ownership and/or operation of the Companies, or the assets, business, operations, conduct, services, products and/or employees (collectively, “Claims”including former employees) of any of the Companies (and any predecessors), whether related to any period of time before or after the Closing Date, except for criminal actions or fraud; provided, however, that may arise on account of or in any way be connected with the physical, environmental or other similar conditions on or about the Property, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) The provisions of this Section shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deedevent Buyer’s Affiliates are sued by Seller or its Affiliates for any matter subject to this release, Buyer’s Affiliates shall have the right to raise any defenses or counterclaims in connection with such lawsuits.
Appears in 2 contracts
Samples: Stock Purchase Agreement (PPL Corp), Stock Purchase Agreement (Ugi Utilities Inc)
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b)herein, Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or statementor expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, Property or the “Condition of the Property Property” (as hereinafter defined). Except as otherwise expressly provided in Section 6(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to titletitle (other than the special warranty of title expressly set forth in the Deed), survey conditions, use of the Property for Purchaser’s intended use, the physical condition of the Property or any improvements thereon or any repairs required thereto (whether required due to Seller’s removal of any personal property or otherwise)thereto, past or present use, development, investment potential, tax ramifications or consequences, compliance with compliancewith law, present or future zoningfuturezoning, the presence or presenceor absence of hazardous substances or substancesor other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the Property, and without limiting anything in this Section 7 17 the parties expressly agree and acknowledge that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, that Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes substancesor toxicwastes or substances, pollutants, contaminants, or other environmental matters.
(b) Purchaser acknowledges Purchaseracknowledges and agrees that it will have full havefull opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition Condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of causesof action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' ’ fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, ““ Claims”), that may arise on account of or in any way be connected with the physical, environmental or other similar conditions on or about the Property, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Resources Resource 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 1801, et seq.), the Toxic Substance Substances Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) The provisions of this Section shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time. Additionally, the Deed shall contain the following provisions: “Purchaser specifically takes and accepts the property “AS IS”, “WHERE IS”, in its present condition. Purchaser acknowledges that Seller has made no representations or warranties of any kind or character, express or implied, with respect to the property (other than Seller’s limited warranty of title as set forth herein), including, without limitation, any warranties or representations as to the habitability, merchantability, fitness for a particular purpose, fitness for its intended use, fitness for ordinary use, physical or environmental condition (including, without limitation, the presence or absence of any hazardous materials), or any other matter or thing regarding the property herein sold. Seller hereby disclaims all warranties with respect to the property (other than Seller’s limited warranty of title as set forth herein), and shall Purchaser hereby waives all such warranties. Without limiting the generality of the foregoing, Seller does not warrant that the property is free from redhibitory or latent defects or vices or that it is fit for its intended use or ordinary use, and Seller further specifically disclaims and makes no representations or warranties whatsoever with respect to the quality or quantity of the legal description of the Property set forth herein, including, without limitation, whether the legal description of the Property is over-inclusive or under-inclusive or in any other manner inaccurate, incomplete or defective.” “As a material and integral consideration for the execution of this act of sale by Seller, Purchaser waives and releases Seller from any and all claims and or causes of action which Purchaser may have or hereafter may be included otherwise entitled to , based on vices or defects in the Deedproperty herein sold, including all improvements located thereon, whether for redhibition or for the reduction or diminution of the purchase price or consideration under Louisiana Civil Code articles 2475, 2520 and 2524, or for peaceable possession or restitution of the purchase price or consideration under Louisiana Civil Code articles 2475 and 2500 through 2517, concealment or based upon any other theory of law. The Purchaser further assumes the risk as to all vices and defects in the property, including all improvements located thereon, whether those vices or defects are latent and/or not discoverable upon simple inspection, and including those vices or defects, knowledge of which would deter Purchaser from making this purchase.” “Purchaser further acknowledges that Purchaser (a) had ample opportunity to fully inspect the property, (b) has inspected the property to the extent Purchaser desired,
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b5(b), Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition of the Property (as hereinafter defined). Except as otherwise expressly provided in Section 6(b5(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND FAULTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b5(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with w ith respect to the Property, including, without limitation, any representation, warranty or covenant as to titletitle , the Permitted Exceptions or any covenants, conditions or restrictions affecting the Property, survey conditions, water or water rights, use of the Property for Purchaser’s intended use, the physical and structural condition of the Property or any improvements thereon or any repairs or replacements required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development rights or development, entitlements, benefits or other rights in connection with any development, investment potential, tax ramifications ramifications, liabilities or consequencesconsequences (including with respect to current or future tax assessment or valuation), economic projections or market studies concerning the Property including, without limitation, with respect to the actual or projected income or operating expenses of the Property and viability or financial condition of any tenant, the status of the leasing market in which the Property is located, compliance with lawlaw (including, without limitation, Environmental Laws), present or future zoningzoning or the ability to obtain a change or variation therein, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the PropertyHazardous Substances, and without limiting anything in this Section 7 the parties 17, Purchaser expressly agree agrees and acknowledge acknowledges that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), topography, drainage, soil, subsoil of the Property, the availability of any financing for the purchase, alteration, rehabilitation or operation of the Property from any source, including, without limitation, any government authority or any lender, the availability of utilities, access to public pub lic roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutesstatut es, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental mattersHazardous Substances.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns or anyone claiming by, through or under Purchaser, fully and irrevocably waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' ’ fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the disclaimers and disclosures provided in this Section 17, including, without limitation, construction defects, Hazardous Substances, physical, environmental or other similar conditions on or about the PropertyProperty (whether patent, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.latent or otherwise), 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) Purchaser further acknowledges and agrees that the foregoing release shall be given full force and effect according to each of its expressed terms and provisions, includ ing, but not limited to, those relating to known and suspected claims, damages and causes of action. As a material covenant and condition of this Agreement, Xxxxxxxxx agrees that in the event of any such construction defects, error or omissions, the presence of Hazardous Substances, or any other conditions affecting the Property, Purchaser shall look solely to Seller’s predecessors in interest or to such contractors and consultants as may have contracted for work in connection with the Property for any redress or relief, except for claims against Seller based upon any obligations and liabilities of Seller expressly provided in this Agreement.
(e) If Purchaser has a claim under the owner’s policy of title insurance (“Title Policy”) issued pursuant to the Commitment and the subject matter of that claim also constitutes a breach of any representation, warranty or covenant made by Seller in this Agreement or the Deed, Purchaser agrees that it will first look to the Title Policy for recovery on such claim and to the extent of any recovery under the Title Policy, Purchaser covenants and agrees to waive, release and not to assert any claim against Seller for a breach of a representation, warranty, or covenant with respect to such claim. The provisions of this Section 17(e) shall survive Settlement and the delivery of the Deed.
(f) The provisions of this Section 17 shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deed.
Appears in 1 contract
Samples: Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b5(b), Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition of the Property (as hereinafter defined). Except as otherwise expressly provided in Section 6(b5(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND FAULTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b5(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to titletitle , the Permitted Exceptions or any covenants, conditions or restrictions affecting the Property, survey conditions, water or water rights, use of the Property for Purchaser’s intended use, the physical and structural condition of the Property or any improvements thereon or any repairs or replacements required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development rights or development, entitlements, benefits or other rights in connection with any development, investment potential, tax ramifications ramifications, liabilities or consequencesconsequences (including with respect to current or future tax assessment or valuation), economic projections or market studies concerning the Property including, without limitation, with respect to the actual or projected income or operating expenses of the Property and viability or financial condition of any tenant, the status of the leasing market in which the Property is located, compliance with lawlaw (including, without limitation, Environmental Laws), present or future zoningzoning or the ability to obtain a change or variation therein, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the PropertyHazardous Substances, and without limiting anything in this Section 7 the parties 17, Purchaser expressly agree agrees and acknowledge acknowledges that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), topography, drainage, soil, subsoil of the Property, the availability of any financing for the purchase, alteration, rehabilitation or operation of the Property from any source, including, without limitation, any government authority or any lender, the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental mattersHazardous Substances.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns or anyone claiming by, through or under Purchaser, fully and irrevocably waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agentsagen ts, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' ’ fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the disclaimers and disclosures provided in this Section 17, including, without limitation, construction defects, Hazardous Substances, physical, environmental or other similar conditions on or about the PropertyProperty (whether patent, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.latent or otherwise), 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) Purchaser further acknowledges and agrees that the foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including, but not limited to, those relating to known and suspected claims, damages and causes of action. As a material covenant and condition of this Agreement, Xxxxxxxxx agrees that in the event of any such construction defects, error or omissions, the presence of Hazardous Substances, or any other conditions affecting the Property, Purchaser shall look solely to Seller’s predecessors in interest or to such contractors and consultants as may have contracted for work in connection with the Property for any redress or relief, except for claims against Seller based upon any obligations and liabilities of Seller expressly provided in this Agreement.
(e) If Purchaser has a claim under the owner’s policy of title insurance (“Title Policy”) issued pursuant to the Commitment and the subject matter of that claim also constitutes a breach of any representation, warranty or covenant made by Seller in this Agreement or the Deed, Purchaser agrees that it will first look to the Title Policy for recovery on such claim and to the extent of any recovery under the Title Policy, Purchaser covenants and agrees to waive, release and not to assert any claim against Seller for a breach of a representation, warranty, or covenant with respect to such claim. The provisions of this Section 17(e) shall survive Settlement and the delivery of the Deed.
(f) The provisions of this Section 17 shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deed.
Appears in 1 contract
Samples: Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b), Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition The purchase of the Property to be conveyed, sold, transferred and/or assigned pursuant to this Contract shall be on an “AS IS” “WHERE IS” basis, “WITH ALL FAULTS,” without representation or warranty, express or implied, with regard to physical condition, including without limitation, any latent or patent defects, conditions of soils or groundwater, existence or nonexistence of Hazardous Substances, quality of construction, workmanship, merchantability or fitness for any particular purpose as to the physical measurements or useable space thereof, except for any representation or warranty made by Seller under Section 13 (subject to the limitations on survival set forth in said Section 13) and except for the limited warranties of Seller in the Deed (as hereinafter defined). Except as otherwise expressly provided in Section 6(b), and except as otherwise expressly provided the obligations of Seller, if any, in the Leaseother instruments, Purchaser acknowledges certificates and agrees that the Property is and shall be sold and conveyed (and accepted documents delivered by Purchaser Seller at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to title, survey conditions, use of the Property for Purchaser’s intended use, the physical condition of the Property or any improvements thereon or any repairs required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development, investment potential, tax ramifications or consequences, compliance with law, present or future zoning, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the Property, and without limiting anything in this Section 7 the parties expressly agree and acknowledge that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property Closing (collectively, the “Condition of Surviving Obligations”). Purchaser hereby acknowledges that Purchaser has inspected or will inspect the Property to Purchaser’s satisfaction and that Seller does not plan to conduct its own inspection and shall not be liable for any latent or patent defects in the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this AgreementContract, if at all, neither Seller has made no representations, warranties or covenants as to the Condition nor any of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental matters.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholdersofficers, directors, shareholders, trustees, partners, employees, members, managersmanagers and agents (each, officersa “Seller Party” and, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”) has made any representation or warranty as to any of the following as of the Effective Date: (a) the physical or environmental condition (including surface and subsurface conditions), from state of repair, income, expenses, operations of the Property and surrounding property; (b) the assignability, assumability, transferability or validity of any licenses, permits, government approvals, warranties or guaranties relating to the Property or the use and all demandsoperation thereof; (c) the accuracy or completeness of any information provided by any Seller Party with respect to the Property; (d) compliance or noncompliance with local, claimsstate or federal statutes, causes ordinances, orders or regulations concerning the Property or the use thereof; (e) prior or current operations conducted on the Property; (f) the on-site and off-site improvements to and for the benefit of actionthe Property; (g) the presence of Hazardous Substances on the Property; or (h) any matter or thing affecting or relating to the Property or this Contract not expressly stated in this Contract. Purchaser further acknowledges that, legal in entering into this Contract, Purchaser has not been induced by and has not relied upon any statement, representation or administrative proceedingsagreement, losseswhether express or implied, liabilitiesnot specifically set forth in this Contract, damagesand without limiting the generality of the foregoing Seller shall not be liable or bound in any manner by any oral or written statement, penalties, fines, liens, judgments, costs agreement or expenses whatsoever information pertaining to the Property or this Contract furnished by any agent (including, without limitation, actual attorneys’ fees, consultants' fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costsincluding any broker), whether direct employee or indirectcontractor which is not specifically set forth in this Contract, known or unknownin the Deed, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the physicalinstrument, environmental or other similar conditions on or about the Propertycertificate and/or document delivered by Seller at Closing. SUBJECT TO THE SURVIVING OBLIGATIONS, including without limitation as may arise under the Comprehensive Environmental ResponseSUBSEQUENT TO THE CLOSING (I) THE SELLER PARTIES SHALL HAVE NO RESPONSIBILITY, Compensation and Liability Act of 1980LIABILITY OR OBLIGATION TO PURCHASER OR ANY AFFILIATES OF PURCHASER OWNED BY OR UNDER COMMON CONTROL WITH PURCHASER UNDER THIS CONTRACT OR THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT OR OTHERWISE WITH RESPECT TO ANY CONDITIONS OR ANY OTHER MATTERS WHATSOEVER RELATING TO THE PROPERTY, as amended INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL CONDITIONS, AND (42 U.S.C. Sections 9601II) PURCHASER AGREES THAT THE SELLER PARTIES SHALL NOT BE LIABLE OR RESPONSIBLE TO PURCHASER OR ANY SUCH AFFILIATES OF PURCHASER UNDER THIS CONTRACT OR THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT OR OTHERWISE FOR ENVIRONMENTAL CONDITIONS THAT INCLUDE, et seqWITHOUT LIMITATION, PAST DISPOSAL OF HAZARDOUS SUBSTANCES ON, IN OR UNDER THE PROPERTY, THE PRESENCE OF MAN-MADE OR NATURAL SUBSTANCES AND SUCH OTHER CONDITIONS AS MAY EXIST IN THE SOIL, SURFACE WATER OR GROUND WATER AS PERTAINS TO THE PROPERTY; PROVIDED, HOWEVER, THE PARTIES ACKNOWLEDGE AND AGREE THAT NOTHING IN THE FOREGOING PROVISIONS OF THIS PARAGRAPH SHALL OPERATE OR SHALL BE INTERPRETED (i) TO REQUIRE PURCHASER OR ANY SUCH AFFILIATES OF PURCHASER TO INDEMNIFY THE SELLER PARTIES OR WAIVE RIGHTS OF CONTRIBUTION AGAINST THE SELLER PARTIES IN CONNECTION WITH CLAIMS ASSERTED BY ANY GOVERNMENTAL ENTITY UNDER ENVIRONMENTAL LAWS OR (ii) TO RELEASE TENANT OR ANY PERSON CLAIMING BY, THROUGH OR UNDER TENANT FROM ANY MATTERS WHATSOEVER RELATING TO THE PROPERTY.), 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) The provisions of this Section shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deed.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Allied Healthcare Products Inc)
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b5(b), Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition of the Property (as hereinafter defined). Except as otherwise expressly provided in Section 6(b5(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND FAULTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b5(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to title, the Permitted Exceptions or any covenants, conditions or restrictions affecting the Property , the Lease(s), survey conditions, water or water rights, use of the Property for Purchaser’s intended use, the physical and structural condition of the Property or any improvements thereon or any repairs or replacements required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development rights or development, entitlements, benefits or other rights in connection with any development, investment potential, tax ramifications ramifications, liabilities or consequencesconsequences (including with respect to current or future tax assessment or valuation), economic projections or market studies concerning the Property including, without limitation, with respect to the actual or projected income or operating expenses of the Property and viability or financial condition of any tenant, the status of the leasing market in which the Property is located, compliance with lawlaw (including, without limitation, Environmental Laws), present or future zoningzoning or the ability to obtain a change or variation therein, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the PropertyHazardous Substances, and without limiting anything in this Section 7 the parties 17, Purchaser expressly agree agrees and acknowledge acknowledges that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), topography, drainage, soil, subsoil of the Property, the availability of any financing for the purchase, alteration, rehabilitation or operation of the Property from any source, including, without limitation, any government authority or any lender, the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental mattersHazardous Substances.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns or anyone claiming by, through or under Purchaser, fully and irrevocably waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' ’ fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the disclaimers and disclosures provided in this Section 17, including, without limitation, construction defects, Hazardous Substances, physical, environmental or other similar conditions on or about the PropertyProperty (whether patent, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.latent or otherwise), 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) Purchaser further acknowledges and agrees that the foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including, but not limited to, those relating to known and suspected claims, damages and causes of action. As a material covenant and condition of this Agreement, Xxxxxxxxx agrees that in the event of any such construction defects, error or omissions, the presence of Hazardous Substances, or any other conditions affecting the Property, Purchaser shall look solely to Seller’s predecessors in interest or to such contractors and consultants as may have contracted for work in connection with the Property for any redress or relief, except for claims against Seller based upon any obligations and liabilities of Seller expressly provided in this Agreement.
(e) If Purchaser has a claim under the owner’s policy of title insurance (“Title Policy”) issued pursuant to the Commitment and the subject matter of that claim also constitutes a breach of any representation, warranty or covenant made by Seller in this Agreement or the Deed, Purchaser agrees that it will first look to the Title Policy for recovery on such claim and to the extent of any recovery under the Title Policy, Purchaser covenants and agrees to waive, release and not to assert any claim against Seller for a breach of a representation, warranty, or covenant with respect to such claim. The provisions of this Section 17(e) shall survive Settlement and the delivery of the Deed.
(f) The provisions of this Section 17 shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deed.
Appears in 1 contract
Samples: Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b5(b), Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition of the Property (as hereinafter defined). Except as otherwise expressly provided in Section 6(b5(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND FAULTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b5(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to title, the Permitted Exceptions or any covenants, conditions or restrictions affecting the Property, survey conditions, water or water rights, use of the Property for Purchaser’s intended use, the physical and structural condition of the Property or any improvements thereon or any repairs or replacements required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development rights or development, entitlements, benefits or other rights in connection with any development, investment potential, tax ramifications ramifications, liabilities or consequencesconsequences (including with respect to current or future tax assessment or valuation), economic projections or market studies concerning the Property including, without limitation, with respect to the actual or projected income or operating expenses of the Property and viability or financial condition of any tenant, the status of the leasing market in which the Property is located, compliance with lawlaw (including, without limitation, Environmental Laws), present or future zoningzoning or the ability to obtain a change or variation therein, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the PropertyHazardous Substances, and without limiting anything in this Section 7 the parties 17, Purchaser expressly agree agrees and acknowledge acknowledges that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), topography, drainage, soil, subsoil of the Property, the availability of any financing for the purchase, alteration, rehabilitation or operation of the Property from any source, including, without limitation, any government authority or any lender, the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental mattersHazardous Substances.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns or anyone claiming by, through or under Purchaser, fully and irrevocably waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the disclaimers and disclosures provided in this Section 17, including, without limitation, construction defects, Hazardous Substances, physical, environmental or other similar conditions on or about the PropertyProperty (whether patent, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.latent or otherwise), 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) Purchaser further acknowledges and agrees that the foregoing release shall be given full force and effect according to each of its expressed terms and provisions, includ ing, but not limited to, those relating to known and suspected claims, damages and causes of action. As a material covenant and condition of this Agreement, Xxxxxxxxx agrees that in the event of any such construction defects, error or omissions, the presence of Hazardous Substances, or any other conditions affecting the Property, Purchaser shall look solely to Seller’s predecessors in interest or to such contractors and consultants as may have contracted for work in connection with the Property for any redress or relief, except for claims against Seller based upon any obligations and liabilities of Seller expressly provided in this Agreement.
(e) If Purchaser has a claim under the owner’s policy of title insurance (“Title Policy”) issued pursuant to the Commitment and the subject matter of that claim also constitutes a breach of any representation, warranty or covenant made by Seller in this Agreement or the Deed, Purchaser agrees that it will first look to the Title Policy for recovery on such claim and to the extent of any recovery under the Title Policy, Purchaser covenants and agrees to wa ive, release and not to assert any claim against Seller for a breach of a representation, warranty, or covenant with respect to such claim. The provisions of this Section 17(e) shall survive Settlement and the delivery of the Deed.
(f) The provisions of this Section 17 shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deed.
Appears in 1 contract
Samples: Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b5(b), Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition of the Property (as hereinafter defined). Except as otherwise expressly provided in Section 6(b5(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND FAULTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b5(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to titletitle , the Permitted Exceptions or any covenants, conditions or restrictions affecting the Property , the Lease(s), survey conditions, water or water rights, use of the Property for Purchaser’s intended use, the physical and structural condition of the Property or any improvements thereon or any repairs or replacements required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development rights or development, entitlements, benefits or other rights in connection with any development, investment potential, tax ramifications ramifications, liabilities or consequencesconsequences (including with respect to current or future tax assessment or valuation), economic projections or market studies concerning the Property including, without limitation, with respect to the actual or projected income or operating expenses of the Property and viability or f inancial condition of any tenant, the status of the leasing market in which the Property is located, compliance with lawlaw (including, without limitation, Environmental Laws), present or future zoningzoning or the ability to obtain a change or variation therein, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the PropertyHazardous Substances , and without limiting anything in this Section 7 the parties 17, Purchaser expressly agree agrees and acknowledge acknowledges that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), topography, drainage, soil, subsoil of the Property, the availability of any financing for the purchase, alteration, rehabilitation or operation of the Property from any source, including, without limitation, any government authority or any lender, the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental mattersHazardous Substances.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns or anyone claiming by, through or under Purchaser, fully and irrevocably waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' ’ fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known kno wn or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the disclaimers and disclosures provided in this Section 17, including, without limitation, construction defects, Hazardous Substances, physical, environmental or other similar conditions on or about the PropertyProperty (whether patent, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.latent or otherwise), 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) Purchaser further acknowledges and agrees that the foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including, but not limited to, those relating to known and suspected claims, damages and causes of action. As a material covenant and condition of this Agreement, Xxxxxxxxx agrees that in the event of any such construction defects, error or omissions, the presence of Hazardous Substances, or any other conditions affecting the Property, Purchaser shall look solely to Seller’s predecessors in interest or to such contractors and consultants as may have contracted for work in connection with the Property for any redress or relief, except for claims against Seller based upon any obligations and liabilities of Seller expressly provided in this Agreement.
(e) If Purchaser has a claim under the owner’s policy of title insurance (“Title Policy”) issued pursuant to the Commitment and the subject matter of that claim also constitutes a breach of any representation, warranty or covenant made by Seller in this Agreement or the Deed, Purchaser agrees that it will first look to the Title Policy for recovery on such claim and to the extent of any recovery under the Title Policy, Purchaser covenants and agrees to waive, release and not to assert any claim against Seller for a breach of a representation, warranty, or covenant with respect to such claim. The provisions of this Section 17(e) shall survive Settlement and the delivery of the Deed.
(f) The provisions of this Section 17 shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deed.
Appears in 1 contract
Samples: Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b5(b), Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition of the Property (as hereinafter defined). Except as otherwise expressly provided in Section 6(b5(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND FAULTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b5(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to titletitle , the Permitted Exceptions or any covenants, conditions or restrictions affecting the Property, survey conditions, water or water rights, use of the Property for Purchaser’s intended use, the physical and structural condition of the Property or any improvements thereon or any repairs or replacements required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development rights or development, entitlements, benefits or other rights in connection with any development, investment potential, tax ramifications ramifications, liabilities or consequencesconsequences (including with respect to current or future tax assessment or valuation), economic projections or market studies concerning the Property including, without limitation, with respect to the actual or projected income or operating expenses of the Property and viability or financial condition of any tenant, the status of the leasing market in which the Property is located, compliance with lawlaw (including, without limitation, Environmental Laws), present or future zoningzoning or the ability to obtain a change or variation therein, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the PropertyHazardous Substances, and without limiting anything in this Section 7 the parties 17, Purchaser expressly agree agrees and acknowledge acknowledges that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto)th ereto, topography, drainage, soil, subsoil of the Property, the availability of any financing for the purchase, alteration, rehabilitation or operation of the Property from any source, including, without limitation, any government authority or any lender, the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental mattersHazardous Substances.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently indepen dently or through agents of Purchaser’s choosing, including without limitation the condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns or anyone claiming by, through or under Purchaser, fully and irrevocably waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever whats oever (including, without limitation, actual attorneys’ fees, consultants' ’ fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the disclaimers and disclosures provided in this Section 17, including, without limitation, construction defects, Hazardous Substances, physical, environmental or other similar conditions on or about the PropertyProperty (whether patent, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.latent or otherwise), 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) Purchaser further acknowledges and agrees that the foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including, but not limited to, those relating to known and suspected claims, damages and causes of action. As a material covenant and condition of this Agreement, Xxxxxxxxx agrees that in the event of any such construction defects, error or omissions, the presence of Hazardous Substances, or any other conditions affecting the Property, Purchaser shall look solely to Seller’s predecessors in interest or to such contractors and consultants as may have contracted for work in connection with the Property for any redress or relief, except for claims against Seller based upon any obligations and liabilities of Seller expressly provided in this Agreement.
(e) If Purchaser has a claim under the owner’s policy of title insurance (“Title Policy”) issued pursuant to the Commitment and the subject matter of that claim also constitutes a breach of any representation, warranty or covenant made by Seller in this Agreement or the Deed, Purchaser agrees that it will first look to the Title Policy for recovery on such claim and to the extent of any recovery under the Title Policy, Purchaser covenants and agrees to waive, release and not to assert any claim against Seller for a breach of a representation, warranty, or covenant with respect to such claim. The provisions of this Section 17(e) shall survive Settlement and the delivery of the Deed.
(f) The provisions of this Section 17 shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deed.
Appears in 1 contract
Samples: Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b5(b), Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition of the Property (as hereinafter defined). Except as otherwise expressly provided in Section 6(b5(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND FAULTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b5(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to title, the Permitted Exceptions or any covenants, conditions or restrictions affecting the Property survey conditions, water or water rights, use of the Property for Purchaser’s intended use, the physical and structural condition of the Property or any improvements thereon or any repairs or replacements required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development rights or development, entitlements, benefits or other rights in connection with any development, investment potential, tax ramifications ramifications, liabilities or consequencesconsequences (including with respect to current or future tax assessment or valuation), economic projections or market studies concerning the Property including, without limitation, with respect to the actual or projected income or operating expenses of the Property and viability or financial condition of any tenant, the status of the leasing market in which the Property is located, compliance with lawlaw (including, without limitation, Environmental Laws), present or future zoningzoning or the ability to obtain a change or variation therein, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the PropertyHazardous Substances, and without limiting anything in this Section 7 the parties 17, Purchaser expressly agree agrees and acknowledge acknowledges that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), topography, drainage, soil, subsoil of the Property, the availability of any financing for the purchase, alteration, rehabilitation or operation of the Property from any source, including, without limitation, any government authority or any lender, the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental mattersHazardous Substances.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns or anyone claiming by, through or under Purchaser, fully and irrevocably waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' ’ fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the disclaimers and disclosures provided in this Section 17, including, without limitation, construction defects, Hazardous Substances, physical, environmental or other similar conditions on or about the PropertyProperty (whether patent, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.latent or otherwise), 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) Purchaser further acknowledges and agrees that the foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including, but not limited to, those relating to known and suspected claims, damages and causes of action. As a material covenant and condition of this Agreement, Purchaser agrees that in the event of any such construction defects, error or omissions, the presence of Hazardous Substances, or any other conditions affecting the Property, Purchaser shall look solely to Seller’s predecessors in interest or to such contractors and consultants as may have contracted for work in connection with the Property for any redress or relief, except for claims against Seller based upon any obligations and liabilities of Seller expressly provided in this Agreement.
(e) If Purchaser has a claim under the owner’s policy of title insurance (“Title Policy”) issued pursuant to the Commitment and the subject matter of that claim also constitutes a breach of any representation, warranty or covenant made by Seller in this Agreement or the Deed, Purchaser agrees that it will first look to the Title Policy for recovery on such claim and to the extent of any recovery under the Title Policy, Purchaser covenants and agrees to waive, release and not to assert any claim against Seller for a breach of a representation, warranty, or covenant with respect to such claim. The provisions of this Section 17(e) shall survive Settlement and the delivery of the Deed.
(f) The provisions of this Section 17 shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deed.
Appears in 1 contract
Samples: Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b), Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition of the Property (as hereinafter defined). Except as otherwise Purchaser further expressly provided in Section 6(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to title, survey conditions, use of the Property for Purchaser’s intended use, the physical condition of the Property or any improvements thereon or any repairs required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development, investment potential, tax ramifications or consequences, compliance with law, present or future zoning, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the Property, and without limiting anything in this Section 7 17 the parties expressly agree and acknowledge that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental matters.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the physical, environmental or other similar conditions on or about the Property, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories, or any other conditions (whether patent, latent or otherwise) affecting the Property.
(d) The provisions of this Section shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deed.
Appears in 1 contract
Samples: Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b), Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition of the Property (as hereinafter defined). Except as otherwise expressly provided in Section 6(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to title, survey conditions, use of the Property for Purchaser’s intended use, the physical condition of the Property or any improvements thereon or any repairs required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development, investment potential, tax ramifications or consequences, compliance with law, present or future zoning, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the Property, and without limiting anything in this Section 7 the parties expressly agree and acknowledge that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by SellerXxxxxx. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental matters.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the physical, environmental or other similar conditions on or about the Property, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) The provisions of this Section shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deed.
Appears in 1 contract
Samples: Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b5(b), Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition of the Property (as hereinafter defined). Except as otherwise expressly provided in Section 6(b5(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND FAULTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b5(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to titletitle , the Permitted Exceptions or any covenants, conditions or restrictions affecting the Property, survey conditions, water or water rights, use of the Property for Purchaser’s intended use, the physical and structural condition of the Property or any improvements thereon or any repairs or replacements required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development rights or development, entitlements, benefits or other rights in connection with any development, investment potential, tax ramifications ramifications, liabilities or consequencesconsequences (including with respect to current or future tax assessment or valuation), economic projections or market studies concerning the Property including, without limitation, with respect to the actual or projected income or operating expenses of the Property and viability or financial condition of any tenant, the status of the leasing market in which the Property is located, compliance with lawlaw (including, without limitation, Environmental Laws), present or future zoningzoning or the ability to obtain a change or variation therein, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the PropertyHazardous Substances, and without limiting anything in this Section 7 the parties 17, Purchaser expressly agree agrees and acknowledge acknowledges that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), topography, drainage, soil, subsoil of the Property, the availability of any financing for the purchase, alteration, rehabilitation or operation of the Property from any source, including, without limitation, any government authority or any lender, the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by SellerXxxxxx. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental mattersHazardous Substances.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns or anyone claiming by, through or under Purchaser, fully and irrevocably waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' ’ fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the disclaimers and disclosures provided in this Section 17, including, without limitation, construction defects, Hazardous Substances, physical, environmental or other similar conditions on or about the PropertyProperty (whether patent, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.latent or otherwise), 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) Purchaser further acknowledges and agrees that the foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including, but not limited to, those relating to known and suspected claims, damages and causes of action. As a material covenant and condition of this Agreement, Xxxxxxxxx agrees that in the event of any such construction defects, error or omissions, the presence of Hazardous Substances, or any other conditions affecting the Property, Purchaser shall look solely to Seller’s predecessors in interest or to such contractors and consultants as may have contracted for work in connection with the Property for any redress or relief, except for claims against Seller based upon any obligations and liabilities of Seller expressly provided in this Agreement.
(e) If Purchaser has a claim under the owner’s policy of title insurance (“Title Policy”) issued pursuant to the Commitment and the subject matter of that claim also constitutes a breach of any representation, warranty or covenant made by Seller in this Agreement or the Deed, Purchaser agrees that it will first look to the Title Policy for recovery on such claim and to the extent of any recovery under the Title Policy, Purchaser covenants and agrees to waive, release and not to assert any claim against Seller for a breach of a representation, warranty, or covenant with respect to such claim. The provisions of this Section 17(e) shall survive Settlement and the delivery of the Deed.
(f) The provisions of this Section 17 shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deed.
Appears in 1 contract
Samples: Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b)herein, Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, Property or the “Condition of the Property Property” (as hereinafter defined). Except as otherwise expressly provided in Section 6(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to titletitle (other than the special warranty of title expressly set forth in the Deed), survey conditions, use of the Property for Purchaser’s intended use, the physical condition of the Property or any improvements thereon or any repairs required thereto (whether required due to Seller’s removal of any personal property or otherwise)thereto, past or present use, development, investment potential, tax ramifications or consequences, compliance with law, present or future zoning, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the Property, and without limiting anything in this Section 7 17 the parties expressly agree and acknowledge that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, that Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental matters. Additionally, Purchaser acknowledges the smoke damage to the Property resulting from a fire on an adjacent property, and notwithstanding such damage Purchaser acknowledges and agrees to accept the Property As-Is whether or not the Property is remedied and repaired by Seller during the sale process (and acknowledges, agrees to and accepts as-is any repairs Seller may make).
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition Condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' ’ fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the physical, environmental or other similar conditions on or about the Property, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Resources Resource 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 1801, et seq.), the Toxic Substance Substances Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) The provisions of this Section shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time. Additionally, the Deed shall contain the following provisions: “Purchaser specifically takes and accepts the property “AS IS”, “WHERE IS”, in its present condition. Purchaser acknowledges that Seller has made no representations or warranties of any kind or character, express or implied, with respect to the property (other than Seller’s limited warranty of title as set forth herein), including, without limitation, any warranties or representations as to the habitability, merchantability, fitness for a particular purpose, fitness for its intended use, fitness for ordinary use, physical or environmental condition (including, without limitation, the presence or absence of any hazardous materials), or any other matter or thing regarding the property herein sold. Seller hereby disclaims all warranties with respect to the property (other than Seller’s limited warranty of title as set forth herein), and shall Purchaser hereby waives all such warranties. Without limiting the generality of the foregoing, Seller does not warrant that the property is free from redhibitory or latent defects or vices or that it is fit for its intended use or ordinary use, and Seller further specifically disclaims and makes no representations or warranties whatsoever with respect to the quality or quantity of the legal description of the Property set forth herein, including, without limitation, whether the legal description of the Property is over-inclusive or under-inclusive or in any other manner inaccurate, incomplete or defective.” “As a material and integral consideration for the execution of this act of sale by Seller, Purchaser waives and releases Seller from any and all claims and or causes of action which Purchaser may have or hereafter may be included otherwise entitled to, based on vices or defects in the Deedproperty herein sold, including all improvements located thereon, whether for redhibition or for the reduction or diminution of the purchase price or consideration under Louisiana Civil Code articles 2475, 2520 and 2524, or for peaceable possession or restitution of the purchase price or consideration under Louisiana Civil Code articles 2475 and 2500 through 2517, concealment or based upon any other theory of law. The Purchaser further assumes the risk as to all vices and defects in the property, including all improvements located thereon, whether those vices or defects are latent and/or not discoverable upon simple inspection, and including those vices or defects, knowledge of which would deter Purchaser from making this purchase.” “Purchaser further acknowledges that Purchaser (a) had ample opportunity to fully inspect the property, (b) has inspected the property to the extent Purchaser desired,
Appears in 1 contract
Samples: Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b), Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition of the Property (as hereinafter defined). Except as otherwise Purchaser further expressly provided in Section 6(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to title, survey conditions, use of the Property for Purchaser’s intended use, the physical condition of the Property or any improvements thereon or any repairs required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development, investment potential, tax ramifications or consequences, compliance with law, present or future zoning, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-above- ground storage tanks on or about the Property, and without limiting anything in this Section 7 17 the parties expressly agree and acknowledge that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental matters.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the physical, environmental or other similar conditions on or about the Property, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories, or any other conditions (whether patent, latent or otherwise) affecting the Property.
(d) The provisions of this Section shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deed.
Appears in 1 contract
Samples: Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b)herein, Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or statementor expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, Property or the “Condition of the Property Property” (as hereinafter defined). Except as otherwise expressly provided in Section 6(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to titletitle (other than the special warranty of title expressly set forth in the Deed), survey conditions, use of the Property for Purchaser’s intended use, the physical condition of the Property or any improvements thereon or any repairs required thereto (whether required due to Seller’s removal of any personal property or otherwise)thereto, past or present use, development, investment potential, tax ramifications or consequences, compliance with compliancewith law, present or future zoningfuturezoning, the presence or presenceor absence of hazardous substances or substancesor other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the Property, and without limiting anything in this Section 7 17 the parties expressly agree and acknowledge that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, that Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes substancesor toxicwastes or substances, pollutants, contaminants, or other environmental matters.
(b) Purchaser acknowledges Purchaseracknowledges and agrees that it will have full havefull opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition Condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of causesof action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' ’ fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, ““ Claims”), that may arise on account of or in any way be connected with the physical, environmental or other similar conditions on or about the Property, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Resources Resource 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 1801, et seq.), the Toxic Substance Substances Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) The provisions of this Section shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time. Additionally, the Deed shall contain the following provisions: “Purchaser specifically takes and accepts the property “AS IS”, “WHERE IS”, in its present condition. Purchaser acknowledges that Seller has made no representations or warranties of any kind or character, express or implied, with respect to the property (other than Seller’s limited warranty of title as set forth herein), including, without limitation, any warranties or representations as to the habitability, merchantability, fitness for a particular purpose, fitness for its intended use, fitness for ordinary use, physical or environmental condition (including, without limitation, the presence or absence of any hazardous materials), or any other matter or thing regarding the property herein sold. Seller hereby disclaims all warranties with respect to the property (other than Seller’s limited warranty of title as set forth herein), and shall Purchaser hereby waives all such warranties. Without limiting the generality of the foregoing, Seller does not warrant that the property is free from redhibitory or latent defects or vices or that it is fit for its intended use or ordinary use, and Seller further specifically disclaims and makes no representations or warranties whatsoever with respect to the quality or quantity of the legal description of the Property set forth herein, including, without limitation, whether the legal description of the Property is over-inclusive or under-inclusive or in any other manner inaccurate, incomplete or defective.” “As a material and integral consideration for the execution of this act of sale by Seller, Purchaser waives and releases Seller from any and all claims and or causes of action which Purchaser may have or hereafter may be included otherwise entitled to, based on vices or defects in the Deedproperty herein sold, including all improvements located thereon, whether for redhibition or for the reduction or diminution of the purchase price or consideration under Louisiana Civil Code articles 2475, 2520 and 2524, or for peaceable possession or restitution of the purchase price or consideration under Louisiana Civil Code articles 2475 and 2500 through 2517, concealment or based upon any other theory of law. The Purchaser further assumes the risk as to all vices and defects in the property, including all improvements located thereon, whether those vices or defects are latent and/or not discoverable upon simple inspection, and including those vices or defects, knowledge of which would deter Purchaser from making this purchase.” “Purchaser further acknowledges that Purchaser (a) had ample opportunity to fully inspect the property, (b) has inspected the property to the extent Purchaser desired,
Appears in 1 contract
Samples: Purchase and Sale Agreement
“As Is” Sale; Release. (a) Except as otherwise expressly provided in Section 6(b5(b), Purchaser hereby expressly agrees and acknowledges, and represents and warrants to Seller, that Purchaser has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to Seller, the Property, or the Condition of the Property (as hereinafter defined). Except as otherwise expressly provided in Section 6(b5(b), and except as otherwise expressly provided in the Lease, Purchaser acknowledges and agrees that the Property is and shall be sold and conveyed (and accepted by Purchaser at Settlement) AS IS, WHERE IS, WITH ALL DEFECTS AND FAULTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Without limiting the foregoing, but subject to the representations and warranties contained in Section 6(b5(b), Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, any representation, warranty or covenant as to titletitle , the Permitted Exceptions or any covenants, conditions or restrictions affecting the Property, survey conditions, water or water rights, use of the Property for Purchaser’s intended use, the physical and structural condition of the Property or any improvements thereon or any repairs or replacements required thereto (whether required due to Seller’s removal of any personal property or otherwise), past or present use, development rights or development, entitlements, benefits or other rights in connection with any development, investment potential, tax ramifications ramifications, liabilities or consequencesconsequences (including with respect to current or future tax assessment or valuation), economic projections or market studies concerning the Property including, without limitation, with respect to the actual or projected income or operating expenses of the Property and viability or financial condition of any tenant, the status of the leasing market in which the Property is located, compliance with lawlaw (including, without limitation, Environmental Laws), present or future zoningzoning or the ability to obtain a change or variation therein, the presence or absence of hazardous substances or other environmental conditions (including, without limitation, with regard to any underground or above-ground storage tanks on or about the PropertyHazardous Substances, and without limiting anything in this Section 7 the parties 17, Purchaser expressly agree agrees and acknowledge acknowledges that Seller shall have no obligation to remove any such tank(s) or correct any environmental issues related thereto), topography, drainage, soil, subsoil of the Property, the availability of any financing for the purchase, alteration, rehabilitation or operation of the Property from any source, including, without limitation, any government authority or any lender, the availability of utilities, access to public roads, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the “Condition of the Property”), all of which are hereby expressly disclaimed by Seller. Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, if at all, Seller has made no representations, warranties or covenants as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, Title III of the Americans With Disability Act, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental mattersHazardous Substances.
(b) Purchaser acknowledges and agrees that it will have full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including without limitation the condition of the Property.
(c) Without limiting the above, Purchaser on behalf of itself and its successors and assigns or anyone claiming by, through or under Purchaser, fully and irrevocably waives any rights to recover from, and forever releases and discharges, Seller, Seller’s affiliates, and its and their shareholders, directors, members, managers, officers, employees and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Related Parties”), from any and all demands, claims, causes of action, legal or administrative proceedingspr oceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, actual attorneys’ fees, consultants' ’ fees, court costs, expert witness fees, assessment costs, cleanup costs and monitoring costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the disclaimers and disclosures provided in this Section 17, including, without limitation, construction defects, Hazardous Substances, physical, environmental or other similar conditions on or about the PropertyProperty (whether patent, including without limitation as may arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.latent or otherwise), 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 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and/or any other federal, state or local environmental, health or safety statutes, regulations, rules, ordinances or common law theories.
(d) Purchaser further acknowledges and agrees that the foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including, but not limited to, those relating to known and suspected claims, damages and causes of action. As a material covenant and condition of this Agreement, Xxxxxxxxx agrees that in th e event of any such construction defects, error or omissions, the presence of Hazardous Substances, or any other conditions affecting the Property, Purchaser shall look solely to Seller’s predecessors in interest or to such contractors and consultants as may have contracted for work in connection with the Property for any redress or relief, except for claims against Seller based upon any obligations and liabilities of Seller expressly provided in this Agreement.
(e) If Purchaser has a claim under the owner’s policy of title insurance (“Title Policy”) issued pursuant to the Commitment and the subject matter of that claim also constitutes a breach of any representation, warranty or covenant made by Seller in this Agreement or the Deed, Purchaser agrees that it will first look to the Title Policy for recovery on such claim and to the extent of any recovery under the Title Policy, Purchaser covenants and agrees to waive, release and not to assert any claim against Seller for a breach of a representation, warranty, o r covenant with respect to such claim. The provisions of this Section 17(e) shall survive Settlement and the delivery of the Deed.
(f) The provisions of this Section 17 shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement, without limitation as to time, and shall be included in the Deed.
Appears in 1 contract
Samples: Purchase and Sale Agreement
