AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONS, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, AND THAT THE PROPERTY IS BEING SOLD “AS IS, WHERE IS”, “WITH ALL FAULTS” AND WITH ALL DEFECTS, LATENT OR OTHERWISE. BUYER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, AND EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETO. Without limiting the generality of the foregoing, except for the representations and warranties of Seller contained in this Agreement, the transactions contemplated by this Agreement are without statutory, express or implied warranty, representation, agreement, statement or expression of opinion of or with respect to the Property or any aspect thereof, including, without limitation, (i) any and all statutory, express or implied representations or warranties related to the suitability for a particular purpose and (ii) any statutory, express or implied representations or warranties created by any affirmation of fact or promise, by any description of the Property or by operation of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundaries. Buyer acknowledges that Seller expressly reserves all right, title and interest in and to any and all water rights appurtenant to or otherwise beneficially used in connection with the Property. Xxxxx further acknowledges that the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken into account in the establishment of the Purchase Price.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONS(a) Buyer acknowledges that it has fully inspected each of the Premises and is fully familiar with the physical condition thereof, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, AND THAT THE PROPERTY IS BEING SOLD “AS and that each of the Premises is being purchased by Buyer in an "AS-IS, " and "WHERE IS”" condition, “WITH ALL FAULTS” AND WITH ALL DEFECTSwith all defects, LATENT OR OTHERWISEincluding, without limitation, all conditions with respect to the condition of the soil, surface waters, groundwaters, land, stream sediments, surface and subsurface strata, ambient air and any other environmental medium comprising or surrounding any of the Premises, as a result of such inspection and investigation and not in reliance on any agreement, understanding, condition, warranty or representation made by Seller or any agent or employee of Seller as to the condition, quantity or quality thereof, as to any permitted use thereof, or as to the adequacy of utility service thereto, or as to the income or expense in connection therewith, or as to any other matter in connection therewith; and Buyer further acknowledges that neither Seller nor any party acting on behalf of Seller has made or shall be deemed to have made any such agreement, condition, representation or warranty. BUYER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION Seller expressly disclaims the IMPLIED WARRANTY OF THE AGREEMENTS OF SELLER HEREIN, AND EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSEPURPOSE with respect to each of the Premises.
(b) Buyer shall accept each of the Premises on the Closing Date in the same condition as the same is in as of the date of this Agreement, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETOas such condition may have changed by reason of wear and tear, damage by fire or other casualty. Without in any manner limiting the generality of the foregoing, except for the representations and warranties of Seller contained in this Agreement, the transactions contemplated by this Agreement are without statutory, express or implied warranty, representation, agreement, statement or expression of opinion of or with respect to the Property or any aspect thereof, including, without limitation, (i) any and all statutory, express or implied representations or warranties related to the suitability for a particular purpose and (ii) any statutory, express or implied representations or warranties created by any affirmation of fact or promise, by any description of the Property or by operation of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundaries. Buyer acknowledges that Seller expressly reserves all right, title and interest in and to any and all water rights appurtenant to or otherwise beneficially used in connection with the Property. Xxxxx further specifically acknowledges that the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken into account in the establishment fact that any portion of any of the Purchase PricePremises or any part thereof may not be in working order or condition on the Closing Date by reason of wear and tear, damage by fire or other casualty or by reason of its present condition, shall not relieve Buyer of its obligations to complete the Closing.
Appears in 3 contracts
Samples: Assignment of Agreement of Sale (Aei Income & Growth Fund Xxi LTD Partnership), Assignment of Agreement of Sale (Aei Net Lease Income & Growth Fund Xix Limited Partnership), Assignment of Agreement of Sale and First Amendment to Agreement of Sale (Aei Income & Growth Fund Xxii LTD Partnership)
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONSNothing in any of the documents or instruments to be delivered by PacTel at the Closing shall be deemed to expand or alter in any manner the representations and warranties set forth in this Agreement. Except as expressly set forth in this Agreement and in all certificates, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLERdocuments and instruments delivered pursuant to or in connection with this Agreement, AND THAT THE PROPERTY IS BEING SOLD “AS ISno representations, WHERE IS”warranties or certifications regarding the subject matter of this Agreement have been made or are made, “WITH ALL FAULTS” AND WITH ALL DEFECTSand no responsibility regarding the subject matter of this Agreement has been or is assumed, LATENT OR OTHERWISE. BUYER EXPRESSLY ACKNOWLEDGES THATby PacTel or by any trustee, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREINofficer, AND EXCEPT AS OTHERWISE SPECIFIED HEREINemployee, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETObeneficiary or representative as to any fact or condition which has or might affect the PacTel Interest or any portion thereof. Without limiting the generality foregoing, TRG acknowledges that (i) it has served as managing partner of the foregoingPartnership and has had full access to the books, records, reports and property of the Partnership, (ii) TRG is relying upon its own knowledge, inspection and investigation of the Partnership and the physical, environmental, economic, legal and other condition or status of the property owned by the Partnership, (iii) TRG has not received from PacTel any accounting, tax, legal, architectural, engineering, environmental, property management or other advice with respect to the purchase of the PacTel Interest and has relied instead solely upon the advice of its own accounting, tax, legal, architectural, engineering, environmental, property management or other advisors, and (iv) except for the representations and warranties of Seller contained expressly made herein by PacTel, TRG is purchasing the PacTel Interest in this Agreementits "AS IS" condition and WITH ALL FAULTS on the Closing Date and assumes the risk that adverse physical, the transactions contemplated environmental, economic, legal or other conditions may not be known to TRG or may not have been revealed by this Agreement are without statutory, express its inspection or implied warranty, representation, agreement, statement investigation. The parties hereto agree that all undertakings and agreements heretofore made between them or expression of opinion of their respective agents or representatives with respect to the Property subject matter hereof are merged in this Agreement and the Exhibits and Schedules attached hereto and in all certificates, documents and instruments to be delivered pursuant to Section 3.2 hereof, which alone fully and completely express their agreement, and that this Agreement has been entered into after full investigation, or with the parties satisfied with the opportunity afforded for investigation of, the PacTel Interest and no party is relying upon any aspect thereof, including, without limitation, (i) any and all statutory, express statement or implied representations or warranties related to the suitability for a particular purpose and (ii) any statutory, express or implied representations or warranties created representation by any affirmation of fact other party unless such statement or promiserepresentation is specifically embodied in this Agreement or in the Exhibits or the Schedules attached hereto or in any certificates, by any description of the Property documents and instruments to be delivered pursuant to or by operation of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by connection with this Agreement. Seller has disclosed The terms and Buyer acknowledges provisions of this Section 2.6 shall survive the boundaries Closing, notwithstanding any provision of the Property have not been surveyed and TMWA makes no representation as this Agreement to the exact acreage and/or location of the Property boundaries. Buyer acknowledges that Seller expressly reserves all right, title and interest in and to any and all water rights appurtenant to or otherwise beneficially used in connection with the Property. Xxxxx further acknowledges that the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken into account in the establishment of the Purchase Pricecontrary.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Taubman Centers Inc), Purchase and Sale Agreement (Taubman Realty Group LTD Partnership)
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONSBuyer acknowledges and agrees that upon Closing, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, AND THAT THE PROPERTY IS BEING SOLD Seller shall sell and convey to Buyer and Buyer shall accept the Property “AS IS, WHERE IS”, “WITH ALL FAULTS,” AND WITH ALL DEFECTS, LATENT OR OTHERWISEexcept to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closing. BUYER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, AND EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETO. Without limiting the generality of the foregoing, except for the representations and warranties of Seller contained Except as expressly set forth in this Agreement, the transactions contemplated by this Agreement are without statutoryBuyer has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warrantywarranties, representationguarantees, agreementstatements, statement representations or expression of opinion of or with respect information pertaining to the Property or relating thereto made or furnished by Seller, or any aspect thereofproperty manager, real estate broker, agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Buyer will conduct such inspections and investigations of the Property as Buyer deems necessary, including, without limitationbut not limited to, (i) any the physical and all statutoryenvironmental conditions thereof, express or implied representations or warranties related and shall rely upon same. By failing to terminate this Agreement prior to the suitability for a particular purpose and (ii) any statutory, express or implied representations or warranties created by any affirmation of fact or promise, by any description expiration of the Property or by operation of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundaries. Due Diligence Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Property as Buyer deemed necessary to satisfy itself as to the condition of the Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly reserves all rightset forth in this Agreement. Upon Closing except as otherwise set forth in this Agreement, title Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Buyer’s inspections and interest in investigations and to shall assume any and all water rights appurtenant problems, conditions, losses, costs, damages, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever attributable to or otherwise beneficially used in connection with the Property. Xxxxx further acknowledges , whether arising or accruing before, on or after the Closing Date and whether attributable to events or circumstances that the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken into account in the establishment of the Purchase Priceheretofore or may hereafter occur.
Appears in 2 contracts
Samples: Real Estate Purchase Agreement (US Federal Properties Trust Inc.), Real Estate Purchase Agreement (US Federal Properties Trust Inc.)
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONSBuyer acknowledges and agrees as follows:
(a) During the Due Diligence Period, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLERsubject to the terms of the Access Agreement and this Agreement, AND THAT THE PROPERTY IS BEING SOLD Buyer has conducted, and shall continue to conduct, or has waived its right to conduct, such Due Diligence as Buyer has deemed or shall deem necessary or appropriate.
(b) Except for Seller’s Warranties, the Property shall be sold, and Buyer shall accept possession of the Property on the Closing Date, “AS IS, WHERE IS”, “WITH ALL FAULTS” AND WITH ALL DEFECTS”, LATENT OR OTHERWISE. BUYER EXPRESSLY ACKNOWLEDGES THATwith no right of setoff or reduction in the Purchase Price, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREINsubject to prorations and adjustments as required hereunder.
(c) Except for Seller’s Warranties, AND EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETO. Without limiting the generality none of the foregoingSeller Parties have or shall be deemed to have made any verbal or written representations, except for warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Buyer with respect to the representations and warranties of Seller Property, any matter set forth, contained or addressed in this Agreementthe Documents (including, but not limited to, the transactions contemplated by this Agreement are without statutoryaccuracy and completeness thereof) or the results of Buyer’s Due Diligence.
(d) Except for Seller’s Warranties, express Buyer shall independently confirm to its satisfaction all information that it considers material to its purchase of the Property or implied warrantythe Transaction. In addition, representation, agreement, statement or expression of opinion of or Buyer expressly understands and acknowledges that it is possible that unknown Liabilities may exist with respect to the Property or any aspect thereof, including, without limitation, (i) any and all statutory, express or implied representations or warranties related to the suitability for a particular purpose and (ii) any statutory, express or implied representations or warranties created by any affirmation of fact or promise, by any description of the Property or by operation of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters Buyer explicitly took that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundaries. Buyer acknowledges that Seller expressly reserves all right, title and interest in and to any and all water rights appurtenant to or otherwise beneficially used in connection with the Property. Xxxxx further acknowledges that the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken possibility into account in the establishment of determining and agreeing to the Purchase Price., and that a portion of such consideration, having been bargained for between parties with the knowledge of the possibility of such unknown Liabilities shall be given in exchange for a full accord and satisfaction and discharge of all such Liabilities, to the extent expressly discharged herein and under the certificate attached hereto as Exhibit C.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Grubb & Ellis Apartment REIT, Inc.), Purchase and Sale Agreement (Grubb & Ellis Apartment REIT, Inc.)
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONS, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, AND THAT THE PROPERTY IS BEING SOLD “AS The Loan is being sold AS-IS, WHERE WHERE-IS”, “and WITH ALL FAULTS” AND WITH ALL DEFECTSFAULTS as of the Effective Date, LATENT OR OTHERWISEexcept as specifically set forth in this Agreement. BUYER EXPRESSLY ACKNOWLEDGES THATExcept as specifically set forth in this Agreement or in the Closing Documents (defined below), IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREINSeller makes no warranties or representations of any type, AND EXCEPT AS OTHERWISE SPECIFIED HEREINkind, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIEScharacter, EXPRESS OR IMPLIEDor nature, OR ARISING BY OPERATION OF LAWwhether expressed or implied, INCLUDINGstatutory or otherwise, BUT NOT LIMITED TOin fact or in law, ANY WARRANTY AS TO CONDITIONwith respect to any term or condition of the Loan Documents (defined below), MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSEor with respect to the Property, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETOpersonal property, and/or other collateral securing the Loan (the “Collateral”). Without in any way limiting the generality of the foregoing, except as specifically set forth in this Agreement or in the Closing Documents, Seller makes no representation or warranty, whether expressed or implied, and assumes no responsibility with respect to the collectability or value of the Note, the creditworthiness or financial condition of Borrower or the ability of Borrower to perform its obligations under the Note or the Deed of Trust, or the performance of the obligations of Borrower under the Note or the Deed of Trust. Seller shall have no responsibility for the representations and warranties financial condition of Borrower or for the ability of Borrower to perform its obligations under the Note or the Deed of Trust. After the Closing, Purchaser shall have no recourse against Seller contained in arising out of this Agreement, the transactions contemplated Loan, the Note, or the Deed of Trust, except for a breach by Seller of its representations or warranties set forth herein or in the Closing Documents or Seller’s failure to perform its obligations under this Agreement are without statutoryor the Closing Documents. Seller shall not under any circumstances have any duty to repurchase the Loan. For purposes of this Agreement, express the term “Loan Documents” means the Note, the Deed of Trust, the Non-Recourse Guaranty, the Unconditional Guaranty, and those certain loan agreements, notes, mortgages, leasehold mortgages, deeds of trust, deeds to secure debt, pledge agreements, security agreements, guarantees, indemnities, intercreditor agreements, co-lender agreements, participation agreements, letters of credit, swap/hedge agreements, and all other documents, instruments or implied warrantyagreements executed and/or delivered in connection therewith together with all waivers, representationamendments, agreement, statement supplements or expression of opinion of or modifications thereto with respect to the Property or any aspect thereof, including, without limitation, (i) any and all statutory, express or implied representations or warranties related to the suitability for a particular purpose and (ii) any statutory, express or implied representations or warranties created by any affirmation of fact or promise, by any description of the Property or by operation of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundaries. Buyer acknowledges that Seller expressly reserves all right, title and interest in and to any and all water rights appurtenant to or otherwise beneficially used in connection with the Property. Xxxxx further acknowledges that the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken into account in the establishment of the Purchase PriceLoan.
Appears in 1 contract
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONS, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, AND THAT THE PROPERTY IS BEING SOLD “AS IS, WHERE IS”, “WITH ALL FAULTS” AND WITH ALL DEFECTS, LATENT OR OTHERWISE. BUYER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, AND EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETO. Without limiting the generality of the foregoing, except for the representations and warranties of Seller contained Except as expressly set forth in this AgreementAgreement or in any document to be executed by Seller and delivered to Buyer at Closing, the transactions contemplated by this Agreement are without statutoryit is understood and agreed that Seller is not making, and has not at any time made and hereby specifically disclaims any warranties or representations of any kind or character, express or implied warrantyimplied, representation, agreement, statement or expression of opinion of or with respect to the Property, including, but not limited to, any warranties or representations as to habitability, merchantability or fitness for a particular purpose. Buyer acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Property or any aspect thereof“as is, where is, with all faults,” except to the extent expressly provided otherwise in this Agreement, including, without limitation, the representations, warranties, and covenants of Seller set forth herein or in any document to be executed by Seller and delivered to Buyer at Closing. Buyer has not relied and will not rely on, and Seller is not liable for or bound by, any express or implied warranties, guaranties, statements, representations, or information pertaining to the Property or relating thereto (iincluding specifically, without limitation, any prospectus distributed with respect to the Property) made or furnished by Seller, the managers of the Property, or any real estate broker or agent representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing, unless specifically set forth in this Agreement or in any document to be executed by Seller and delivered to Buyer at Closing. Buyer also acknowledges that the Purchase Price reflects and takes into account that the Property is being sold “as-is”. Buyer represents to Seller that Buyer has conducted, or will conduct prior to Closing, such investigations of the Property, including, but not limited to, the physical and environmental conditions thereof, as Buyer deems necessary or desirable to satisfy itself as to the condition of the Property and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties, and covenants of Seller as are expressly set forth in this Agreement or in any document to be executed by Seller and delivered to Buyer at Closing. Except for Buyer’s right to bring a claim by reason of or arising out of Seller’s breach of any of its representations, warranties or covenants in this Agreement or in any document to be executed by Seller and delivered to Buyer at Closing, upon Closing, Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by Buyer’s investigations. Except for Buyer’s right to bring a claim by reason of or arising out of Seller’s breach of any of its representations, warranties or covenants in this Agreement or in any document to be executed by Seller and delivered to Buyer at Closing, upon Closing, Buyer shall be deemed to have waived, relinquished and released Seller (and Seller’s officers, directors, shareholders, employees and agents) from and against any and all statutoryclaims, express demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) of any and every kind or implied representations character, known or warranties related to the suitability for a particular purpose unknown, which Buyer might have asserted or alleged against Seller (and (iiSeller’s officers, directors, shareholders, employees and agents) at any statutorytime by reason of or arising out of any latent or patent construction defects or physical conditions, express or implied representations or warranties created by violations of any affirmation of fact or promise, by any description of the Property or by operation of law. Xxxxx acknowledges that Xxxxx has knowledge applicable laws and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundaries. Buyer acknowledges that Seller expressly reserves all right, title and interest in and to any and all water rights appurtenant to other acts, omissions, events, circumstances or otherwise beneficially used in connection with matters regarding the Property. Xxxxx further acknowledges that the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken into account in the establishment The provisions of the Purchase Pricethis paragraph shall survive Closing or any termination of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Sarepta Therapeutics, Inc.)
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONS, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, AND THAT THE PROPERTY IS BEING SOLD “AS IS, WHERE IS”, “WITH ALL FAULTS” AND WITH ALL DEFECTS, LATENT OR OTHERWISE. BUYER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, AND EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETO. Without limiting Except to the generality of extent specifically ------------ provided to the foregoing, except for the representations and warranties of Seller contained contrary in this Agreementparagraph, the transactions contemplated by this Agreement are without statutory, express or implied warranty, representation, agreement, statement or expression of opinion of or Buyer shall rely solely on its own investigations with respect to all matters related to the Property or any aspect thereofProperty, including, without limitation, (i) the physical or environmental condition of the Property and any and all statutorywater rights or the sufficiency of any water supplies to the Property, express or implied representations or warranties matters related to the suitability for a particular purpose and (ii) any statutoryzoning, express marketability, economic viability or implied representations or warranties created by any affirmation of fact or promise, by any description the value of the Property or by operation of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundariesProperty. Buyer acknowledges that (a) Seller expressly reserves all righthas not made, title nor shall Buyer rely on any statements or representations made by Seller with respect to any matters related to the Property, other than any representations and interest warranties set forth in and to this Agreement, including any and all water rights appurtenant exhibits thereto (which representations and warranties shall be deemed to include the warranties of title implicit in the Grant Deed); (b) that all documents and instruments delivered to or otherwise beneficially used made available to Buyer have been provided without representation or warranty whatsoever, other than the representations and warranties set forth in connection with this Agreement and (c) Buyer has represented to Seller, and Seller has expressed its reliance upon Buyer's representation that Buyer is a sophisticated investor in properties such as the Property and has or has available to it the expertise to properly and fully investigate all matters related to the physical condition, zoning, marketability, economic viability or value of the Property. Xxxxx further acknowledges that Buyer shall accept the terms Property in "AS-IS" condition without representation or warranty of Seller whatsoever, except as expressly set forth in this Agreement and conditions described the exhibits thereto (including any warranties as to title set implicit in Sections 1.4the Grant Deed). Buyer agrees that, 1.5from and after the Closing Date, 1.6Buyer, for itself and its agents, affiliates, successors and assigns, hereby RELEASES AND FOREVER DISCHARGES Seller, its agents, affiliates, successors and assignees from, and 1.7 have been taken into account waives any right to proceed against Seller for, any and all rights, claims and demands at law or in equity relating to the physical, environmental, economic or legal condition of the Property. Notwithstanding the foregoing, Buyer expressly reserves any and all claims and demands at law or in equity arising from (i) breach of any warranties as to title implicit in the establishment Grant Deed; (ii) the falseness, inaccuracy or breach of any representations, warranties and/or indemnities contained in any xxxx of sale transferring title to Personal Property and/or improvements and/or in the Purchase PriceAssignment of Intangible Property or (iii) the knowing falseness or inaccuracy of any representation, warranty or covenant specifically set forth in this Agreement and/or any exhibits thereto (iv) any fraud or intentional misrepresentations. WITHOUT LIMITING THE FOREGOING, BUYER HEREBY SPECIFICALLY WAIVES, IN CONNECTION WITH THE MATTERS RELEASED ABOVE (PROVIDED THE CLAIMS AND DEMANDS AT LAW AND IN EQUITY SPECIFICALLY RESERVED TO BUYER HEREIN ARE EXPRESSLY EXCLUDED FROM THE WAIVER OF SUCH PROVISION), THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDE: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." BUYER HEREBY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPACT WITH LEGAL COUNSEL, AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT. /s/ S. Xxxxx Xxxxxxxx --------------------- BUYER
Appears in 1 contract
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONSBuyer acknowledges and agrees as follows:
(a) During the Due Diligence Period, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLERBuyer has conducted, AND THAT THE PROPERTY IS BEING SOLD and shall continue to conduct, or has waived its right to conduct, such Due Diligence as Buyer has deemed or shall deem necessary or appropriate.
(b) Subject to Seller’s Warranties, the Property shall be sold, and Buyer shall accept possession of the Property on the Closing Date, “AS IS, WHERE IS”, “WITH ALL FAULTS” AND WITH ALL DEFECTS”, LATENT OR OTHERWISE. BUYER EXPRESSLY ACKNOWLEDGES THATwith no right of setoff or reduction in the Purchase Price.
(c) Except for Seller’s Warranties, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, AND EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETO. Without limiting the generality none of the foregoingSeller Parties have or shall be deemed to have made any verbal or written representations, except warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Buyer with respect to the Property, any matter set forth, contained or addressed in the Documents (including, but not limited to, the accuracy and completeness thereof) or the results of Buyer’s Due Diligence.
(d) Buyer shall independently confirm to its satisfaction all information that it considers material to its purchase of the Property or the Transaction. In addition, Buyer expressly understands and acknowledges that it is possible that unknown Liabilities may exist with respect to the Property and that Buyer explicitly took that possibility into account in determining and agreeing to the Purchase Price, and that a portion of such consideration, having been bargained for between parties with the representations knowledge of the possibility of such unknown Liabilities shall be given in exchange for a full accord and warranties satisfaction and discharge of Seller all such Liabilities. Notwithstanding anything to the contrary contained in this Agreement, the transactions contemplated foregoing release shall not extend to (a) Seller’s Warranties, as such Seller’s Warranties may be deemed to be modified as set forth herein, to the extent that a claim is made by Buyer against Seller for a breach of same within the period set forth in Section 9.3.4 hereof, (b) Seller’s fraud, (c) any of Seller’s obligations or covenants (including indemnity obligations) under this Agreement are without statutoryAgreement, express to the extent that such obligations or implied warrantycovenants specifically by their terms survive the Closing hereunder, representationand then only for the duration during which such obligations or covenants survive the Closing, agreement, statement and (d) any claims or expression of opinion of or actions Buyer may have against Seller that may arise from third party claims asserted against Buyer with respect to the Property actions or any aspect thereof, including, without limitation, (i) any and all statutory, express or implied representations or warranties related occurrences arising prior to the suitability for a particular purpose and (ii) any statutory, express or implied representations or warranties created by any affirmation of fact or promise, by any description of the Property or by operation of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundaries. Buyer acknowledges that Seller expressly reserves all right, title and interest in and to any and all water rights appurtenant to or otherwise beneficially used in connection with the Property. Xxxxx further acknowledges that the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken into account in the establishment of the Purchase PriceClosing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Real Estate Investment Trust, Inc.)
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONSBuyer acknowledges that as of the date hereof, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLERBuyer has ---------- become intimately familiar with the assets, AND THAT THE PROPERTY IS BEING SOLD “liabilities and operations of the Sellers. Specifically, Buyer acknowledges that one of its principals, Xxxxxx X. XxXxxxxx, is the Chief Executive Officer of Xxxxxxxx, and another of its principals, Xxxx Xxxxxx, until recently was the President and Chief Financial Officer of Xxxxxxxx. Buyer understands that except as specifically set forth in this Agreement, none of the Sellers is or will be making any representation or warranty, express or implied, and that the Purchased Assets, the Assumed Liabilities and the businesses being transferred to Buyer are to be conveyed hereunder "AS IS, WHERE IS”" on the Closing Date, “WITH ALL FAULTS” AND WITH ALL DEFECTSand in their then present condition. In entering into this Agreement, LATENT OR OTHERWISEBuyer is relying upon Buyer's own due diligence investigation and examination of the Purchased Assets and the Assumed Liabilities, which investigation and examination have been completed to Buyer's satisfaction as of the date hereof. BUYER EXPRESSLY ACKNOWLEDGES THATIn any event, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREINexcept as otherwise ------------------- expressly set forth in this Agreement, AND EXCEPT AS OTHERWISE SPECIFIED HEREINthe Sellers are not making any warranty ------------------------------------- of merchantability, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIESsuitability or fitness for a particular purpose or quality, EXPRESS OR IMPLIEDwith respect to any of the tangible Purchased Assets being transferred, OR ARISING BY OPERATION OF LAWor as to the condition or workmanship thereof or the absence of any defects therein, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETOwhether latent or patent. Without limiting the generality of the foregoing, except for as otherwise expressly set forth in this Agreement, Buyer understands the Sellers are not warranting or guaranteeing:
(i) the collectability of the Subsidiaries' accounts receivable; or
(ii) that all, and not less than all, of the tangible Purchased Assets described in Section 1.2(a)(i), (ii) or (iii), or Section 1.2(b)(iii) or ----------------- ---- ----- ------------------- (iv), are in the possession of or under the control of one or more Sellers ---- as of the date hereof or as of the Closing Date, or that some or all of such items will not have become missing or damaged prior to the Closing Date. Further, Buyer acknowledges and agrees that, with respect to Section 3.2(e), -------------- Sellers are not obligated to conduct any other interview of the Managers (as hereinafter defined) in addition to the interview conducted on November 6, 2000, provided the representations and warranties set forth in Section 3.2(e) reflect -------------- the ACTUAL knowledge of Seller contained in Miles Xxxxxx as of the date of this Agreement, the transactions contemplated by this Agreement are without statutory, express or implied warranty, representation, agreement, statement or expression of opinion of or with respect to the Property or any aspect thereof, including, without limitation, (i) any and all statutory, express or implied representations or warranties related to the suitability for a particular purpose and (ii) any statutory, express or implied representations or warranties created by any affirmation of fact or promise, by any description of the Property or by operation of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundaries. Buyer acknowledges that Seller expressly reserves all right, title and interest in and to any and all water rights appurtenant to or otherwise beneficially used in connection with the Property. Xxxxx further acknowledges that the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken into account in the establishment of the Purchase Price.
Appears in 1 contract
Samples: Asset Purchase Agreement (Matthews Studio Equipment Group)
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONSBuyer acknowledges and agrees, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLERexcept as expressly set forth herein, AND THAT THE PROPERTY IS BEING SOLD as follows:
(a) During the Due Diligence Period, Buyer has conducted, and shall continue to conduct, or has waived its right to conduct, such Due Diligence as Buyer has deemed or shall deem necessary or appropriate.
(b) The Property shall be sold, and Buyer shall accept possession of the Property on the Closing Date, “AS IS, WHERE IS”, “WITH ALL FAULTS” AND WITH ALL DEFECTS”, LATENT OR OTHERWISE. BUYER EXPRESSLY ACKNOWLEDGES THATwith no right of setoff or reduction in the Purchase Price.
(c) Except for Seller’s Warranties, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, AND EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETO. Without limiting the generality none of the foregoingSeller Parties have or shall be deemed to have made any verbal or written representations, except for warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Buyer with respect to the representations and warranties of Seller Property, any matter set forth, contained or addressed in this Agreementthe Documents (including, but not limited to, the transactions contemplated by this Agreement are without statutoryaccuracy and completeness thereof) or the results of Buyer’s Due Diligence.
(d) Buyer shall independently confirm to its satisfaction all information that it considers material to its purchase of the Property or the Transaction. In addition, express or implied warranty, representation, agreement, statement or expression of opinion of or Buyer expressly understands and acknowledges that it is possible that unknown Liabilities may exist with respect to the Property or any aspect thereof, including, without limitation, (i) any and all statutory, express or implied representations or warranties related to the suitability for a particular purpose and (ii) any statutory, express or implied representations or warranties created by any affirmation of fact or promise, by any description of the Property or by operation of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters Buyer explicitly took that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundaries. Buyer acknowledges that Seller expressly reserves all right, title and interest in and to any and all water rights appurtenant to or otherwise beneficially used in connection with the Property. Xxxxx further acknowledges that the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken possibility into account in the establishment of determining and agreeing to the Purchase Price, and that a portion of such consideration, having been bargained for between parties with the knowledge of the possibility of such unknown Liabilities shall be given in exchange for a full accord and satisfaction and discharge of all such Liabilities. WITH RESPECT TO THE RELEASES AND WAIVERS SET FORTH IN THIS SECTION 5.2, EXCEPT FOR SELLER’S WARRANTIES, BUYER EXPRESSLY WAIVES THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” BUYER HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND UNDERSTANDS THE SIGNIFICANCE OF THIS WAIVER OF SECTION 1542 RELATING TO UNKNOWN, UNSUSPECTED AND CONCEALED CLAIMS. BY ITS INITIALS BELOW, BUYER ACKNOWLEDGES THAT IT FULLY UNDERSTANDS, APPRECIATES AND ACCEPTS ALL OF THE TERMS OF THIS SECTION 5.2. BUYER’S INITIALS: __________
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pacific Office Properties Trust, Inc.)
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONS, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, AND THAT THE PROPERTY IS BEING SOLD Purchaser acknowledges that it has been given the opportunity to make a full and complete investigation and inspection of the Premises and the operation thereof and that Purchaser has had an opportunity to make full inquiry of Seller as to all matters deemed relevant by Purchaser in evaluating the Premises. Purchaser expressly acknowledges that the Premises is being purchased “AS IS, WHERE IS”, “WHERE IS” and ‘WITH ALL FAULTS” AND WITH ALL DEFECTS”, LATENT OR OTHERWISElatent and patent. BUYER EXPRESSLY ACKNOWLEDGES THATPurchaser acknowledges that Seller has no duty, IN CONSIDERATION responsibility or obligation whatsoever to volunteer to Purchaser information about the Premises. WITHOUT LIMITING THE GENERALITY OF THE AGREEMENTS OF FOREGOING, SELLER HEREINHAS NOT AND WILL NOT, AND EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER SPECIFICALLY HEREBY EXPRESSLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIESANY WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT OR ARISING BY OPERATION OF LAWRELATING TO THE PREMISES, INCLUDINGINCLUDING WITHOUT LIMITATION, BUT NOT LIMITED TOMERCHANTABILITY, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY HABITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. Purchaser expressly acknowledges that (i) it is not authorized to rely, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETO. Without limiting the generality of the foregoinghas not relied, except for the representations and warranties of Seller contained in this Agreement, the transactions contemplated by this Agreement are without statutory, express or implied warranty, will not rely on any representation, agreement, statement or expression warranty of opinion Seller, or of any agent, or with respect to the Property representative, or any aspect thereofbroker of Seller, includingnot expressly set forth herein, without limitation, (i) any and all statutory, express or implied representations or warranties related to the suitability for a particular purpose and (ii) Seller has not agreed to perform any statutorywork on or about the Premises as a condition to Purchaser’s purchase of same. Seller makes no representations, express warranties or implied representations indemnities for any claim, condition or warranties created by liability arising before or after this Agreement pursuant to, or arising under, any affirmation of fact federal, state or promiselocal law, by any description rule or ordinance including, but no limited to, those relating to the protection of the Property or by operation of lawenvironment including, but not limited to, CERCLA and RCRA. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundaries. Buyer acknowledges that Seller expressly reserves all right, title and interest in and to any and all water rights appurtenant to or otherwise beneficially used in connection with the Property. Xxxxx further acknowledges that the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken into account in the establishment of the Purchase PriceThis paragraph will survive Closing.
Appears in 1 contract
Samples: Real Estate Sale Agreement
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONSBuyer acknowledges and agrees as follows:
(a) Buyer has previously conducted, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLERor has waived its right to conduct, AND THAT THE PROPERTY IS BEING SOLD such Due Diligence as Buyer has deemed or shall deem necessary or appropriate. Buyer acknowledges and agrees that its obligation to perform under this Agreement is not contingent upon any further Due Diligence.
(b) The Properties shall be sold, and Buyer shall accept possession of the Properties on the Closing Date, “AS IS, WHERE IS”, “WITH ALL FAULTS” AND WITH ALL DEFECTS”, LATENT OR OTHERWISE. BUYER EXPRESSLY ACKNOWLEDGES THATwith no right of setoff or reduction in the Purchase Price.
(c) Except for Seller’s Warranties, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREINnone of Seller Parties have or shall be deemed to have made any verbal or written representations, AND EXCEPT AS OTHERWISE SPECIFIED HEREINwarranties, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIESpromises or guarantees (whether express, EXPRESS OR IMPLIEDimplied, OR ARISING BY OPERATION OF LAWstatutory or otherwise) to Buyer with respect to any Property or Properties, INCLUDINGany matter set forth, BUT NOT LIMITED TOcontained or addressed in the Documents (including, ANY WARRANTY AS TO CONDITIONbut not limited to, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSEthe accuracy and completeness thereof), WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETO. Without limiting the generality adequacy of the foregoingdesign or construction of any improvements, except for or the representations results of Buyer’s Due Diligence.
(d) Buyer expressly understands and warranties of Seller contained in this Agreement, the transactions contemplated by this Agreement are without statutory, express or implied warranty, representation, agreement, statement or expression of opinion of or acknowledges that it is possible that unknown Liabilities may exist with respect to the Property or any aspect thereof, including, without limitation, (i) any Properties and all statutory, express or implied representations or warranties related to the suitability for a particular purpose and (ii) any statutory, express or implied representations or warranties created by any affirmation of fact or promise, by any description of the Property or by operation of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters Buyer explicitly took that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundaries. Buyer acknowledges that Seller expressly reserves all right, title and interest in and to any and all water rights appurtenant to or otherwise beneficially used in connection with the Property. Xxxxx further acknowledges that the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken possibility into account in the establishment of determining and agreeing to the Purchase Price, and that a portion of such consideration, having been bargained for between parties with the knowledge of the possibility of such unknown Liabilities shall be given in exchange for a full accord and satisfaction and discharge of all such Liabilities.
(e) Buyer understands that Seller, as tenant under each Property Lease, will provide Buyer, as landlord thereunder, with environmental indemnities as set forth in Section 5.3 of such Property Lease.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland American Real Estate Trust, Inc.)
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONS, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, AND THAT THE PROPERTY IS BEING SOLD “AS IS, WHERE IS”, “WITH ALL FAULTS” AND WITH ALL DEFECTS, LATENT OR OTHERWISE. BUYER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, AND EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETO. Without limiting Notwithstanding anything to the generality of the foregoing, except for the representations and warranties of Seller contrary contained in this Agreement, Purchaser acknowledges and agrees that, except for the transactions contemplated warranties contained in Section 6 above, Seller hereby disclaims all warranties of any kind or nature whatsoever, whether expressed or implied, including, but not limited to, warranties with respect to fitness of the Property for a particular purpose, the availability or sufficiency of utilities, the zoning of the land, the presence on or beneath the Property (or any parcel in proximity thereto) of hazardous substances or materials which are categorized as hazardous or toxic under any local, state or federal law, statute, ordinance, rule, or regulation pertaining to environmental or substance regulation, contamination, clean up or disclosure or the suitability of the Property for Purchaser's intended use thereof. Pursuant to this Agreement, Purchaser has been granted the right to conduct a diligent investigation of the Property (employing such independent professionals in connection therewith as Purchaser deems necessary) with regard to its condition, permitted use, and suitability for Purchaser's intended use thereof, as well as all other factors deemed material to Purchaser. Purchaser further acknowledges that Purchaser is purchasing the Property "AS-IS" and "WHERE-IS" with all faults and in its present condition, and, except as provided in Section 6 above, Purchaser is not relying upon any representation of any kind or nature made by this Agreement are without statutorySeller, express or implied warranty, representation, agreement, statement any of Seller's employees or expression of opinion of or agents with respect to the Property Property, and that, in fact, no such representations have been made. To the extent that this Agreement contains any representations or any aspect thereofcovenants on behalf of Seller, includingsuch covenants are made only to Seller's knowledge and without independent investigation. Except as may be otherwise specifically provided in this Agreement (including without limitation Seller’s representations and warranties set forth in Paragraph 6), without limitationPurchaser and anyone claiming by, (i) through or under Purchaser, hereby fully and irrevocably releases Seller, its affiliates, agents and representatives, from any and all statutoryclaims that they may now have or hereafter acquire against Seller, express its affiliates, agents or implied representations representatives for any cost, loss, liability, damage, expense, action or warranties cause of action, whether foreseen or unforeseen, arising from or related to the suitability for a particular purpose and (ii) any statutory, express or implied representations or warranties created by any affirmation of fact or promise, by any description condition of the Property Property, the presence of environmentally hazardous, toxic or by operation dangerous substances, or any other conditions (whether patent, latent or otherwise) affecting the Property, it being acknowledged that the inspections and investigations provided Purchaser under Paragraph 3 hereof will afford Purchaser the opportunity for full and complete examination, inspection and investigation of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundaries. Buyer acknowledges that Seller expressly reserves all right, title and interest in and to any and all water rights appurtenant to or otherwise beneficially used in connection with the Property. Xxxxx further acknowledges that The provisions of this Paragraph 7 shall survive the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken into account in the establishment of the Purchase PriceClosing.
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (Schmitt Industries Inc)
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER The agreement of Purchaser to purchase the Gresham Manufacturing Division Facility on a "AS IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONS, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, AND THAT THE PROPERTY IS BEING SOLD “AS IS, WHERE IS”, “WITH ALL FAULTS” AND " basis, as set forth below, is subject to the following exceptions: any claim of Purchaser against Seller based on (i) Fraud, (ii) a breach of the representations and warranties in Section 9.01 of this Agreement, and/or (iii) a breach of, or default under, any of the provisions of this Agreement or any Other Transaction Documents:
(a) Purchaser specifically acknowledges and agrees that Seller is selling and Purchaser is purchasing the Gresham Manufacturing Division Facility on an "AS IS WITH ALL DEFECTSFAULTS" basis and that Purchaser is not relying on any other representations or warranties of any kind whatsoever, LATENT OR OTHERWISEexpress or implied, from Seller, its employees, directors, officers, agents, consultants, attorneys, contractors and brokers as to any matters concerning the Gresham Manufacturing Division Facility including, without limitation, any information contained in any report, plan, or other information given by Seller to Purchaser with respect to the Gresham Manufacturing Division Facility. BUYER EXPRESSLY ACKNOWLEDGES THATPurchaser is relying solely on its own investigation of the Gresham Manufacturing Division Facility and not on any information provided or to be provided by Seller. Purchaser further acknowledges and agrees that any information provided or to be provided with respect to the Gresham Manufacturing Division Facility will be obtained from a variety of sources and that Seller has not made any independent investigation or verification of such information. Purchaser acknowledges that Purchaser shall ascertain for itself the value and condition of the Gresham Manufacturing Division Facility. Seller shall not be responsible for any failure to investigate the Gresham Manufacturing Division Facility on the part of Seller or any third party.
(b) As part of Purchaser's agreement to purchase the Gresham Manufacturing Division Facility "AS IS WITH ALL FAULTS," and not as a limitation on such agreement, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREINPurchaser hereby unconditionally and irrevocably waives any and all actual or potential rights that Purchaser might have regarding any other form of representation or warranty, AND EXCEPT AS OTHERWISE SPECIFIED HEREINexpress or implied, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIESof any kind or type, EXPRESS OR IMPLIEDrelating to the Gresham Manufacturing Division Facility. Such waiver is absolute, OR ARISING BY OPERATION OF LAWcomplete, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETO. total and unlimited in every way.
(c) Without in any way limiting the generality of the foregoingpreceding paragraphs, except for in entering into this Agreement and purchasing the Gresham Manufacturing Division Facility, Purchaser hereby acknowledges that Seller, its employees, directors, officers, agents, consultants, contractors and brokers have not made, do not hereby make and will not hereafter be deemed to have made, any other representations and or warranties of Seller contained in or guarantees, whether express or implied, to Purchaser, with respect to this Agreementtransaction, the transactions contemplated Gresham Manufacturing Division Facility or the condition thereof, including without limitation:
(i) the quality, nature, adequacy and condition of the Gresham Manufacturing Division Facility, including, but not limited to, the electrical, mechanical, HVAC, plumbing, sewage, utility systems, structural elements, foundation, roof, appurtenances, access, landscaping and parking facilities;
(ii) the quality, nature, adequacy and physical condition of soils, geology and groundwater;
(iii) the existence, quality, nature, adequacy and physical condition of utilities servicing the Gresham Manufacturing Division Facility;
(iv) the development potential of the Gresham Manufacturing Division Facility and the Gresham Manufacturing Division Facility's use, habitability, merchantability, fitness, suitability and value;
(v) the zoning of the Real Property or any other public or private restrictions on use of the Real Property, including without limitation, the location of applicable flood plains;
(vi) the compliance of the Gresham Manufacturing Division Facility or its operation with any applicable codes, laws and restrictions of any governmental or quasi-Governmental Entity or of any other person or entity, including without limitation any Environmental Law;
(vii) the presence of Hazardous Substances on, under, in, or about the Gresham Manufacturing Division Facility;
(viii) the existence, status, restrictions and transferability of the Permits;
(ix) the operational characteristics, capacities, and physical or operating condition of the Gresham Manufacturing Division Facility;
(x) the operating records of the Gresham Manufacturing Division Facility;
(xi) any governmental permits or approvals obtained or required to be obtained in connection with Purchaser's use of the Gresham Manufacturing Division Facility;
(xii) the accuracy or completeness of any information, documents, data, plans, surveys, studies or reports provided to Purchaser respecting the Gresham Manufacturing Division Facility, whether in written, oral, electronic or any other format, and whether prepared by this Agreement are without statutory, express Seller or implied warranty, representation, agreement, statement or expression of opinion of or others; or
(xiii) any other matter with respect to the Property Gresham Manufacturing Division Facility. The provisions of this Section 9.03 shall survive Closing or any aspect thereof, including, without limitation, (i) termination of this Agreement for any and all statutory, express or implied representations or warranties related to the suitability for a particular purpose and (ii) any statutory, express or implied representations or warranties created by any affirmation of fact or promise, by any description of the Property or by operation of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundaries. Buyer acknowledges that Seller expressly reserves all right, title and interest in and to any and all water rights appurtenant to or otherwise beneficially used in connection with the Property. Xxxxx further acknowledges that the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken into account in the establishment of the Purchase Pricereason.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Microchip Technology Inc)
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONSTo the maximum extent permitted by applicable law and except for Seller’s representations, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLERcovenants and warranties specifically made herein (“Seller’s Warranties”), AND THAT THE PROPERTY IS BEING SOLD “AS ISthis sale is made and will be made without representation, WHERE IS”covenant, “WITH ALL FAULTS” AND WITH ALL DEFECTSor warranty of any kind (whether express, LATENT OR OTHERWISEimplied, or, to the maximum extent permitted by applicable law) by Seller. BUYER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, AND EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETO. Without limiting the generality As a material part of the foregoingconsideration for this Contract, subject to Buyer’s rights pursuant to Section 5, Buyer agrees to accept the Property on an “as is” and “where is” basis, with all faults as of the date hereof, subject to normal wear and tear, and without any representation, covenant or warranty, all of which Seller hereby disclaims, except for the representations and warranties of Seller contained in this AgreementSeller’s Warranties. Except for Seller’s Warranties, the transactions contemplated by this Agreement are without statutory, express or implied no warranty, representationcovenant or representation is made by Seller as to fitness for any particular purpose, agreementmerchantability, statement design, quality, condition, operation or expression income, existence as of opinion Closing of any specific tenants or leases, compliance with respect to the Property drawings or any aspect thereofspecifications, absence of defects, absence of hazardous or toxic substances, absence of faults, flooding, or compliance with laws and regulations including, without limitation, (i) any those relating to health, safety and all statutory, express or implied representations or warranties related to the suitability for a particular purpose and (ii) any statutory, express or implied representations or warranties created by any affirmation of fact or promise, by any description of the Property or by operation of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundariesenvironment. Buyer acknowledges that Buyer has entered into this Contract with the intention of making and relying upon its own investigation of the physical, environmental, economic use, compliance, and legal condition of the Property and that, other than the Seller’s Warranties, Buyer is not now relying, and will not later rely, upon any representations and warranties made by Seller expressly reserves all rightor anyone acting or claiming to act, title and interest in and to any and all water rights appurtenant to by, through or otherwise beneficially used in connection with under or on Seller’s behalf concerning the Property. Xxxxx further acknowledges that The provisions of this paragraph shall survive indefinitely any Closing or termination of this Contract and shall not be merged into the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken into account in the establishment of the Purchase PriceClosing documents.
Appears in 1 contract
Samples: Real Estate Sale Contract (American Realty Capital New York Recovery Reit Inc)
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONSBuyer acknowledges and agrees that:
a. Buyer is experienced in the ownership and development of properties similar to the Property.
b. Buyer is fully relying on Buyer’s (or Buyer’s representatives’) inspections of the Property and not upon any statements (oral or written), INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLERwhich may have been made or may be made (or purportedly made) by Seller or any of its representatives.
c. Buyer has (or Buyer’s representatives have), AND THAT THE PROPERTY IS BEING SOLD or prior to the end of the Inspection Period will have, thoroughly inspected and examined the Property to the extent deemed necessary by Buyer in order to enable Buyer to adequately evaluate the condition of the Property and all other aspects of the Property (including, but not limited to, the environmental condition of the Property), and Buyer acknowledges that Buyer is relying solely upon its own (or its representatives’) inspection, examination and evaluation of the Property, as a material part of the consideration of this Agreement and the purchase of the Property.
d. Buyer acknowledges that adjoining the Property is certain property owned by Seller that is a part of Parcel 4-A on the Amended Parcel Map, and that (i) such adjoining property is currently used for the production of chemicals that constitute inhalation hazards, (ii) such adjoining property has been used in the past for the production of other hazardous chemicals, including some chemicals that have been identified as carcinogens, and (iii) access to portions of such adjoining property that have been contaminated as a result of past production practices must be prohibited.
e. At Closing Buyer will accept the Property in its “AS ISas is, WHERE IS”where is” condition and with all faults, “WITH ALL FAULTS” AND WITH ALL DEFECTSand without representations and warranties of any kind, LATENT OR OTHERWISE. BUYER EXPRESSLY ACKNOWLEDGES THATexpress or implied, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREINor arising by operation of law, AND EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETOexcept only to the extent as may be otherwise expressly set forth in this Agreement. Without limiting the generality of the foregoing, in connection with the sale of the Property to Buyer, except for to the representations and warranties of Seller contained extent expressly set forth in this Agreement, the transactions contemplated by this Agreement are without statutorySeller and Seller’s agents, employees, attorneys, contractors and affiliates (“Seller’s Related Parties”) have made no, and specifically disclaim, and Buyer accepts that Seller and Seller’s Related Parties have disclaimed, any and all representations, guaranties or warranties, express or implied warrantyimplied, representationor arising by operation of law, agreement, statement or expression of opinion of or with respect relating to the Property, including without limitation, of or relating to:
i. The use, income potential, expenses, operation, characteristics or condition of the Property or any aspect portion thereof, including, including without limitation, warranties of suitability, habitability, merchantability, design or fitness for any specific or a particular purpose, or good and workmanlike construction,
ii. The nature, manner, construction, condition, state of repair or lack of repair of the Property, on the surface or subsurface thereof, whether or not obvious, visible or apparent,
iii. The nature or quality of construction, grading, soil compaction, structural design or engineering of the Property,
iv. The environmental condition of the Property and the presence or absence of or contamination by hazardous material, or the compliance of the Property with regulations or laws pertaining to health or the environment,
v. A Lease agreement for billboard locations on the property with Pxxxxxx Sign Company, LLC (i“Pxxxxxx Sign Company Billboard Lease”) in the form attached hereto as Exhibit B concerning the lease of billboard locations at the Property,
vi. Matters shown on the Amended Parcel Map;
vii. The covenants, conditions and restrictions concerning the future use and development of the Property found within a Declaration of Covenants Conditions and Restrictions in the form attached hereto as Exhibit C (the “Declaration of Covenants Conditions and Restrictions”);
viii. The threatened condemnation of a portion of the Property for Eastgate Road by the City of Hxxxxxxxx approximately at the location of an access easement shown on a parcel map recorded in File 100, Page 24 of Parcel Maps, Office of the County Recorder, Cxxxx County, Nevada; and
ix. The soil conditions, drainage, flooding characteristics, utilities or other conditions existing in, on or under the Property.
f. Upon Closing, Buyer will expressly assume all risks, liabilities, claims, damages and costs (and agrees that Seller shall not be liable for any special, direct, indirect, consequential, or other damages) resulting or arising from or related to the ownership, use, condition, location, maintenance, repair or operation of the Property except as otherwise expressly provided herein. Without in any way limiting the foregoing, Buyer releases Seller and Seller’s Related Parties from any and all statutoryclaims, express demands, causes of action, judgments, losses, damages, liabilities, costs and expenses (including attorneys’ fees), whether known or implied representations unknown, liquidated or warranties contingent (collectively, “Claims”) arising from or related to the suitability for a particular purpose and (iia) any statutorydefects, express errors or implied representations omissions in the Property, whether the same are a result of negligence or warranties created otherwise; or (b) other conditions (including environmental conditions) affecting the Property, whether the same are a result of negligence or otherwise. Buyer hereby represents, warrants, and acknowledges to the Seller and Seller’s Related Parties that it understands the foregoing release. This Section specifically includes any Claims under any Environmental Laws, or under the Americans with Disabilities Act of 1990, (42 U.S.C. 12101 et seq.). Environmental Laws include, but are not limited to, the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act (42 U.S.C. 6901 et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), the Emergency Planning and Community Right to Know Act (42 U.S. C. 11001 et seq.), the Clean Air Act (42 U.S.C. 7401 et seq.), the Clean Water Act (33 U.S.C. 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. 2601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. 1801 et seq.), the Occupational Safety and Health Act (29 U.S.C. 651 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. 136 et seq.), and the Safe Drinking Water Act (42 U.S.C. 300f et seq.), as any affirmation of fact or promise, by any description of the Property same may be amended from time to time, and any state or by operation local law dealing with environmental matters, and any regulations, orders, rules, procedures, guidelines and the like promulgated in connection therewith, regardless of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise whether the same are in financial and business matters that enable Buyer to evaluate existence on the merits and risks date of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges The provisions of this Section shall survive the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundaries. Buyer acknowledges that Seller expressly reserves all right, title and interest in and to any and all water rights appurtenant to or otherwise beneficially used in connection with the Property. Xxxxx further acknowledges that the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken into account in the establishment of the Purchase PriceClosing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pioneer Companies Inc)
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONSExcept as specifically provided in this Agreement and for Seller’s representations, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLERcovenants and warranties, AND THAT THE PROPERTY IS BEING SOLD Seller will convey the Property to Purchaser at Closing in an “AS AS-IS, WHERE ,” “WHERE-IS”, ” condition “WITH ALL FAULTS” AND WITH ALL DEFECTS, LATENT OR OTHERWISE. BUYER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, AND EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETO. Without limiting the generality of the foregoing”.
(i) Purchaser acknowledges and agrees that, except for the representations and warranties of Seller contained as set forth in this AgreementAgreement or the Deed to be delivered at Closing, the transactions contemplated by this Agreement are without statutorySeller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied warrantyimplied, oral or written, past, present or future, of, as to, concerning or with respect to any matter with respect to the Property.
(ii) Additionally, no person acting on behalf of Xxxxxx is authorized to make, and by execution hereof, Purchaser acknowledges that no person has made, any representation, agreement, statement, warranty, guaranty or promise regarding the Property or the transaction contemplated herein except as set forth in this Agreement or in the Deed to be delivered at the Closing; and except as set forth in this Agreement or in the Deed to be delivered at the Closing, no such representation, warranty, agreement, guaranty, statement or expression promise, if any, made by any person acting on behalf of opinion Seller shall be valid or binding upon Seller unless expressly set forth in this Agreement or in the Deed to be delivered at the Closing.
(iii) Purchaser further acknowledges and agrees that having been given a full and adequate opportunity to inspect, test and investigate the Property, Purchaser is relying solely on its own inspection, testing and investigation of the Property and not on any information provided or with respect to be provided by Seller (other than the representations, warranties and covenants made by Seller in this Agreement or in the Deed to be delivered at the Closing), and Purchaser agrees, except as set forth in this Agreement or in the Deed to be delivered at the Closing, to accept the Property in its then existing “AS-IS” condition WITH ALL FAULTS at the Closing, and, effective at the Closing, waives all objections or claims against Seller arising from or related to the Property or any aspect thereofits physical, environmental, economic or legal condition (including, without limitation, (i) the actual or suspected existence of any and all statutoryhazardous materials in, express on under or implied representations or warranties related to the suitability for a particular purpose and (ii) any statutory, express or implied representations or warranties created by any affirmation of fact or promise, by any description of about the Property or by operation of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundaries. Buyer acknowledges that Seller expressly reserves all right, title and interest in and to any and all water rights appurtenant to soil or otherwise beneficially used in connection with the Property. Xxxxx further acknowledges that the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken into account in the establishment of the Purchase Pricegroundwater thereof).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Chicago Rivet & Machine Co)
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONS, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, AND THAT THE PROPERTY IS BEING SOLD “AS IS, WHERE IS”, “WITH ALL FAULTS” AND WITH ALL DEFECTS, LATENT OR OTHERWISE. BUYER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, AND EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETO. Without limiting the generality of the foregoing, except Except for the Seller’s express representations and warranties set forth in paragraph 11 hereof, Buyer acknowledges that, as a material inducement to the execution and delivery of Seller contained in this Agreement, the transactions contemplated by this Agreement are without statutoryby Seller, neither Seller nor its members, partners or agents has made or will make any representations or warranties, express or implied warrantyimplied, representationoral or written, agreement, statement regarding this transaction or expression of opinion of or with respect regarding any matter pertaining to the Property or the Land or its use including: (i) the physical condition, zoning, use, value, intended use or other condition of the Property or the Land; (ii) its merchantability; (iii) fitness for a particular purpose of the Property or the Land; (iv) the physical condition, environmental condition, compliance with codes and other laws, zoning, use, value, intended use or other condition of any aspect thereofneighboring property; or (v) the classification of the Property or Land for determining the assessed value of the Property or Land for ad valorem tax purposes. Except for Seller’s representations and warranties set forth in paragraph 11 hereof, Buyer has not relied and will not rely on, and Seller is not liable for or bound by, any express or implied warranties, guaranties, statements, representations or information pertaining to the Property or the Land or relating thereto made or furnished by Seller, or any real estate broker or agent representing or purporting to represent Seller, to whomever made or given, directly or indirectly, verbally or in writing, unless specifically set forth in this Agreement. Buyer further acknowledges that Buyer is purchasing the Property in “AS IS” physical condition and in an “AS IS” state of repair, with all faults, except as otherwise set forth in this Agreement. Buyer accepts and agrees to bear all risks regarding all attributes and conditions, latent or otherwise of the Property and the Land. Seller shall have no responsibility, liability or obligation following the Closing relating to any conditions whatsoever respecting in any way the Property or the Land, and Buyer hereby releases Seller, its officers, members, directors, employees and agents with respect to such conditions. In particular, but without in any way limiting the foregoing, Buyer hereby releases Seller from any and all responsibility, liability and claims for or arising out of the presence on or about the Property or the Land or any property in the vicinity of the Property or the Land (including in the soil, air, structures and surface and subsurface water) of Hazardous Materials, wastes or substances that are or become regulated under, or that are or become classified as toxic or hazardous, under any Environmental Law, including, without limitation, (i) petroleum, oil, gasoline or other petroleum products, byproducts or waste. As used herein, “Environmental Law” shall mean, as amended and in effect from time to time, any and all statutoryfederal, express state or implied representations local statute, ordinance, rule, regulation, judicial decision, or warranties related to the suitability for judgment or decree of a particular purpose and (ii) any statutorygovernmental authority, express arbitrator or implied representations other private adjudicator by which Buyer or warranties created by any affirmation of fact or promise, by any description of the Property or by operation the Land is bound, pertaining to health, industrial hygiene, occupational safety or the environment, including, without limitation, the Conservation & Recovery Act of law. Xxxxx acknowledges that Xxxxx has knowledge 1976, and expertise in financial the Arizona Environmental Quality Act, Title 49, Arizona Revised Statutes, and business matters that enable Buyer to evaluate the merits all rules adopted and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as guidelines promulgated pursuant to the exact acreage and/or location of the Property boundaries. Buyer acknowledges that Seller expressly reserves all right, title and interest in and to any and all water rights appurtenant to or otherwise beneficially used in connection with the Property. Xxxxx further acknowledges that the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken into account in the establishment of the Purchase Priceforegoing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cornerstone Core Properties REIT, Inc.)
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONS, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, AND THAT THE PROPERTY IS BEING SOLD “AS IS, WHERE IS”, “WITH ALL FAULTS” AND WITH ALL DEFECTS, LATENT OR OTHERWISE. BUYER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, AND EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETO. Without limiting Except to the generality of extent specifically ------------ provided to the foregoing, except for the representations and warranties of Seller contained contrary in this Agreementparagraph, the transactions contemplated by this Agreement are without statutory, express or implied warranty, representation, agreement, statement or expression of opinion of or Buyer shall rely solely on its own investigations with respect to all matters related to the Property or any aspect thereofProperty, including, without limitation, (i) the physical or environmental condition of the Property and any and all statutorywater rights or the sufficiency of any water supplies to the Property, express or implied representations or warranties matters related to the suitability for a particular purpose and (ii) any statutoryzoning, express marketability, economic viability or implied representations or warranties created by any affirmation of fact or promise, by any description the value of the Property or by operation of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundariesProperty. Buyer acknowledges that (a) Seller expressly reserves all righthas not made, title nor shall Buyer rely on any statements or representations made by Seller with respect to any matters related to the Property, other than any representations and interest warranties OR WRITTEN ---------- INDEMNITIES set forth in and to this Agreement, INCLUDING ANY AMENDMENTS ----------- ------------------------ THERETO AND any and all water rights appurtenant exhibits thereto (which representations and ----------- warranties shall be deemed to include the warranties of title implicit in the Grant Deed); (b) all documents and instruments delivered to or otherwise beneficially used made available to Buyer have been provided without representation or warranty whatsoever, other than the representations and warranties set forth in connection with this Agreement and (c) Buyer has represented to Seller, and Seller has expressed its reliance upon Buyer's representation that Buyer is a sophisticated investor in properties such as the Property and has or has available to it the expertise to properly and fully investigate all matters related to the physical condition, zoning, marketability, economic viability or value of the Property. Xxxxx further acknowledges that Buyer shall accept the terms Property in "AS-IS" condition without representation or warranty of Seller whatsoever, except as expressly set forth in this Agreement and conditions described the exhibits thereto (including any warranties as to title set implicit in Sections 1.4the Grant Deed). Buyer agrees that, 1.5from and after the Closing Date, 1.6Buyer, for itself and its agents, affiliates, successors and assigns, hereby RELEASES AND FOREVER DISCHARGES Seller, its agents, affiliates, successors and assignees from, and 1.7 have been taken into account waives any right to proceed against Seller for, any and all rights, claims and demands at law or in equity relating to the physical, environmental, economic or legal condition of the Property. Notwithstanding the foregoing, Buyer expressly reserves any and all claims and demands at law or in equity arising from (i) breach of any warranties as to title implicit in the establishment Grant Deed; (ii) the falseness, inaccuracy or breach of any representations, warranties and/or indemnities contained in any xxxx of sale transferring title to Personal Property and/or improvements and/or in the Purchase PriceAssignment of Intangible Property (iii) the knowing falseness or inaccuracy of any representation, warranty or covenant specifically set forth in this Agreement and/or any exhibits thereto (iv) any fraud or intentional misrepresentations OR (V) ANY CLAIMS, DEMANDS OR RIGHTS OF BUYER --------------------------------------------- UNDER THAT CERTAIN ENVIRONMENTAL INDEMNITY ATTACHED AS AN EXHIBIT ----------------------------------------------------------------- TO THIS AGREEMENT, PURSUANT TO THE SPECIFIC TERMS AND CONDITIONS, ----------------------------------------------------------------- AND SUBJECT TO THE LIMITATIONS SET FORTH THEREIN. WITHOUT LIMITING ------------------------------------------------ THE FOREGOING, BUYER HEREBY SPECIFICALLY WAIVES, IN CONNECTION WITH THE MATTERS RELEASED ABOVE (PROVIDED THE CLAIMS AND DEMANDS AT LAW AND IN EQUITY SPECIFICALLY RESERVED TO BUYER HEREIN ARE EXPRESSLY EXCLUDED FROM THE WAIVER OF SUCH PROVISION), THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDE: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." BUYER HEREBY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPACT WITH LEGAL COUNSEL, AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT. /s/ S. Xxxxx Xxxxxxxx --------------------------- BUYER
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Citadel Holding Corp)
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONSBuyer acknowledges and agrees that:
(i) The Property shall be sold, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLERand Buyer shall accept possession of the Property as of Closing, AND THAT THE PROPERTY IS BEING SOLD “AS IS, WHERE IS”, “WITH ALL FAULTS” AND WITH ALL DEFECTS”, LATENT OR OTHERWISEwith no right of setoff or reduction in the Purchase Price, except as expressly set forth to the contrary in Seller’s Warranties or Seller’s Retained Liabilities or in any covenants of Seller in this Agreement that expressly survive the Closing.
(ii) Except for Seller’s Warranties, none of the Seller Parties shall be deemed to have made any verbal or written representations, warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Buyer with respect to the Property, any matter set forth, contained or addressed in the materials delivered or made available to any Buyer’s Representatives, including the accuracy and completeness thereof, or the results of Buyer’s due diligence. BUYER EXPRESSLY ACKNOWLEDGES THATBuyer acknowledges and agrees that all materials, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREINdata and information delivered by or on behalf of Seller to Buyer in connection with the Transaction contemplated hereby are provided to Buyer as a convenience only and that any reliance on or use of such materials, AND data or information by Buyer shall be at the sole risk of Buyer, except to the extent otherwise expressly provided in any Seller’s Warranties. Without limiting the generality of the foregoing provisions, except to the extent otherwise expressly provided in any Seller’s Warranties, Buyer acknowledges and agrees that (a) any environmental, property condition or other report with respect to the Property that is delivered by or on behalf of Seller to Buyer shall be for general informational purposes only, (b) Buyer shall not have any right to rely on any such report delivered by or on behalf of Seller to Buyer, except at the sole risk of Buyer, but rather will rely on its own inspections and investigations of the Property and any reports commissioned by Buyer with respect thereto, and (c) neither Seller, any affiliate of Seller nor the person or entity that prepared any such report delivered by or on behalf of Seller to Buyer shall have any liability to Buyer for any inaccuracy in or omission from any such report or in verbal communication.
(iii) Buyer acknowledges and agrees that (A) Buyer has completed such due diligence as Buyer deems necessary or appropriate in its sole and absolute discretion, and (B) Buyer has independently confirmed to its satisfaction that it has received and reviewed all information that it considers material to its purchase of the Property and/or the Transaction.
(iv) EXCEPT AS OTHERWISE SPECIFIED HEREINEXPRESSLY SET FORTH IN SELLER’S WARRANTIES, IT IS UNDERSTOOD AND AGREED THAT SELLER SPECIFICALLY DISCLAIMS AND MAKES IS NOT MAKING AND HAS NOT AT ANY TIME MADE NO ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR WARRANTIESCHARACTER, EXPRESS EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAWWITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY WARRANTIES OR REPRESENTATIONS AS TO CONDITIONHABITABILITY, MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH RESPECT GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE SUBMISSION MATTERS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN SELLER’S WARRANTIES. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED BY SELLER, HOTEL MANAGER, FRANCHISOR OR ANY MATTER RELATED REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN SELLER’S WARRANTIES. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ANY SELLER PARTIES WITH RESPECT THERETO, OTHER THAN SELLER’S WARRANTIES. Without limiting the generality of the foregoingUPON CLOSING, except for the representations and warranties of Seller contained in this AgreementBUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, the transactions contemplated by this Agreement are without statutoryINCLUDING BUT NOT LIMITED TO, express or implied warrantyCONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, representationMAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS OR ANY SUBMISSION MATTERS. BUYER AGREES THAT SHOULD ANY CLEANUP, agreementREMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, statement or expression of opinion of or with respect to the Property or any aspect thereofSUCH CLEAN-UP, includingREMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYER AND SELLER SHALL NOT BE LIABLE TO BUYER FOR SUCH CLEAN-UP, without limitationREMOVAL OR REMEDIATION. BUYER ACKNOWLEDGES THAT SELLER SHALL NOT BE LIABLE TO BUYER FOR ANY PROSPECTIVE OR SPECULATIVE PROFITS, (i) any and all statutoryOR SPECIAL, express or implied representations or warranties related to the suitability for a particular purpose and (ii) any statutoryINDIRECT, express or implied representations or warranties created by any affirmation of fact or promisePUNITIVE OR CONSEQUENTIAL DAMAGES, by any description of the Property or by operation of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundaries. Buyer acknowledges that Seller expressly reserves all rightWHETHER BASED UPON CONTRACT, title and interest in and to any and all water rights appurtenant to or otherwise beneficially used in connection with the Property. Xxxxx further acknowledges that the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken into account in the establishment of the Purchase PriceTORT OR NEGLIGENCE OR IN ANY OTHER MANNER ARISING FROM THIS AGREEMENT OR THE TRANSACTION.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Blackstone Real Estate Income Trust, Inc.)
AS-IS-SALE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INDEPENDENT INSPECTIONSBuyer acknowledges and agrees as follows:
(a) During the Due Diligence Period, INVESTIGATION AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLERBuyer will conduct such Due Diligence as Buyer has deemed or shall deem necessary or appropriate.
(b) The Property shall be sold and Buyer shall accept possession of the Property on the Closing Date, AND THAT THE PROPERTY IS BEING SOLD “AS IS, WHERE IS”, “WITH ALL FAULTS” AND WITH ALL DEFECTS”, LATENT OR OTHERWISE. BUYER EXPRESSLY ACKNOWLEDGES THATwith no right of setoff or reduction in the Purchase Price.
(c) Except for Seller’s Warranties, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, AND EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER SPECIFICALLY DISCLAIMS AND MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETO. Without limiting the generality none of the foregoingSeller Parties have or shall be deemed to have made any verbal or written representations, except for warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Buyer with respect to the representations and warranties of Seller Property, any matter set forth, contained or addressed in this Agreementthe Documents (including, but not limited to, the transactions contemplated accuracy and completeness thereof) or the results of Buyer’s Due Diligence.
(d) Buyer shall independently confirm to its satisfaction all information that it considers material to its purchase of the Property or the Transaction.
(e) Except as may otherwise be provided herein, Seller shall have no liability to Buyer, its successors and assigns or, by reason of this Agreement are without statutoryto any other person, express firm, corporation or implied warrantyentity for any condition, representationdefect, agreementwhether latent or patent, statement event, omission, act or expression of opinion failure to act in, of or with respect to the Property or any aspect the improvements located thereon whether arising under the Lease or otherwise; all of which liability, claims or causes of action are hereby released, known or unknown, and all damages arising by reason thereof, includingwhether sustained or existing now or in the future. In addition, without limitation, (i) any Buyer expressly understands and all statutory, express or implied representations or warranties related acknowledges that it is possible that unknown Liabilities may exist with respect to the suitability for a particular purpose Property and (ii) any statutory, express or implied representations or warranties created by any affirmation of fact or promise, by any description of the Property or by operation of law. Xxxxx acknowledges that Xxxxx has knowledge and expertise in financial and business matters Buyer explicitly took that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller has disclosed and Buyer acknowledges the boundaries of the Property have not been surveyed and TMWA makes no representation as to the exact acreage and/or location of the Property boundaries. Buyer acknowledges that Seller expressly reserves all right, title and interest in and to any and all water rights appurtenant to or otherwise beneficially used in connection with the Property. Xxxxx further acknowledges that the terms and conditions described in Sections 1.4, 1.5, 1.6, and 1.7 have been taken possibility into account in the establishment of determining and agreeing to the Purchase Price, and that a portion of such consideration, having been bargained for between parties with the knowledge of the possibility of such unknown Liabilities shall be given in exchange for a full accord and satisfaction and discharge of all such Liabilities.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Global Income Trust, Inc.)
