As-Is Transaction. (a) AS OF THE EFFECTIVE DATE AND AS OF CLOSING, TRANSFEREE ENTITIES ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS, WARRANTIES, AND COVENANTS MADE IN THIS AGREEMENT, THEY ARE ACQUIRING THE PROPERTY (INCLUDING ANY PROPERTY INTEREST) AND ANY IMPROVEMENTS NOW OR HEREAFTER MADE THERETO IN "AS IS" AND "WHERE IS" CONDITION, "WITH ALL FAULTS", AND THAT THE PROPERTY IS BEING CONVEYED AND TRANSFERRED IN "AS IS" AND "WHERE IS" CONDITION "WITH ALL FAULTS".
(b) UPON CLOSING, EXCEPT FOR THE EXPRESS REPRESENTATIONS, WARRANTIES, AND COVENANTS MADE IN THIS AGREEMENT AND THE OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH (INCLUDING THE POST-CLOSING RIGHTS AND REMEDIES OF THE PARTIES UNDER PARAGRAPH 13), EACH PARTY (ON BEHALF OF ITSELF AND ITS AFFILIATES AND AGENTS) DISCLAIMS AND WAIVES ALL EXPRESS AND IMPLIED WARRANTIES AND ANY AND ALL CLAIMS OF LIABILITY AGAINST EACH OTHER PARTY AND THEIR RESPECTIVE AFFILIATES AND AGENTS (INCLUDING CLAIMS AGAINST BORROWER PARTIES, CONVEYING PARTIES AND LENDER PARTIES), ARISING OUT OF OR RELATING TO THE PROPERTY, THE BUSINESS OPERATED THEREON, THE LOANS, AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WHETHER ARISING IN TORT, CONTRACT, UNDER ANY STATUTE, WARRANTY, STRICT LIABILITY OR OTHERWISE (PROVIDED THAT NO LENDER PARTY OR ITS AFFILIATES OR AGENTS SHALL BE DEEMED TO HAVE WAIVED ANY CLAIMS RELATED TO ARISING FROM A FRAUD ON SUCH PERSON). The foregoing releases, waivers and terms of this Section 6 shall be binding upon the Parties, their successors and assigns and shall survive the Closing.
As-Is Transaction. Except for Seller’s representations and warranties expressly provided herein, and any representations and warranties contained in any other document or instrument executed and delivered by Seller at the Closing (“Seller’s Warranties”), the sale of the Property to Buyer will be made without representation, covenant or warranty of any kind (whether express or implied, or, to the maximum extent permitted by applicable law, statutory) by Seller or any of Seller’s Affiliates. As a material part of the consideration for this Agreement, Buyer acknowledges and agrees that it will accept the Property on an “as is” and “where is” basis, with all faults, and without any representation or warranty, all of which Seller hereby disclaims, except for Seller’s Warranties. Except for Seller’s Warranties, no warranty or representation is made by Seller as to fitness for any particular purpose, merchantability, design, quality, condition, operation or income, compliance with drawings or specifications, absence of defects, absence of hazardous or toxic substances, absence of faults, flooding, or compliance with laws and regulations including, without limitation, those relating to health, safety, and the environment. The provisions of this Section 2.3 shall survive indefinitely the Closing or termination of this Agreement and shall not be merged into the Closing documents.
As-Is Transaction. Except as expressly provided in this Agreement, Seller is not making and has not at any time made any warranties or representations of any kind or character, express or implied, with respect to the Property, including, but not limited to, any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title (other than Seller’s limited warranty of title to be set forth in the deed), zoning, tax consequences, physical or environmental condition, operating history or projections, valuation, governmental approvals, governmental regulations, the truth, accuracy or completeness of the items or any other information provided by or on behalf of Seller to Buyer or any other matter or thing regarding the Property. Upon Closing, Seller shall sell and convey to Buyer, and Buyer shall accept the Property “as is, where is, with all faults.” Buyer has not relied upon and will not rely upon either directly or indirectly, any representation or warranty of Seller with respect to the Property except as expressly provided in this Agreement. Buyer will conduct 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 will rely solely upon same and not upon any information provided by or on behalf of Seller. 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 or any information supplied by or on behalf of Seller pursuant to this Agreement. Buyer, upon Closing, hereby waives, relinquishes and releases Seller from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any kind and every kind or character, known or unknown, which Buyer might have asserted or alleged against Seller at any time by reason of or arising out of any construction defects, physical and environmental conditions and any and all other matters regarding the Property except as otherwise specifically provided in this Agreement.
As-Is Transaction. Except for the DCT Parties’ representations and warranties expressly provided herein, and any representations and warranties contained in any other document or instrument executed and delivered by any DCT Party at the Closing (“DCT Parties’ Warranties”), the contribution of the Property to the Partnership will be made without representation, covenant or warranty of any kind (whether express or implied, or, to the maximum extent permitted by applicable law, statutory) by any of the DCT Parties. As a material part of the consideration for this Agreement, TRT Partner acknowledges and agrees that it will accept the Property on an “as is” and “where is” basis, with all faults, and without any representation or warranty, all of which Contributor hereby disclaims, except for DCT Parties’ Warranties. Except for DCT Parties’ Warranties, no warranty or representation is made by the DCT Parties as to fitness for any particular purpose, merchantability, design, quality, condition, operation or income, compliance with drawings or specifications, absence of defects, absence of hazardous or toxic substances, absence of faults, flooding, or compliance with laws and regulations including, without limitation, those relating to health, safety, and the environment. The provisions of this Section 2.3 shall survive indefinitely the Closing or termination of this Agreement and shall not be merged into the Closing documents.
As-Is Transaction. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, (A) THE PURCHASED ASSETS AND ASSUMED LIABILITIES ARE BEING SOLD ON AN "AS IS", "WHERE IS" BASIS WITH RESPECT TO SELLER AND
As-Is Transaction. Buyer acknowledges that Sellers are lenders and have not been actively involved in the ownership of the Hawaiian Businesses prior to July 10, 2010. Buyer agrees that, subject to the representations and warranties and other agreements contained in this Agreement, Buyer is purchasing the Membership Interests and the Acquired Assets “As-Is, Where-Is” and that Sellers are making no representations or warranties concerning the Membership Interests or the Acquired Assets except as specifically contained in this Agreement, including without limitation, any warranties of merchantability or fitness for a particular purpose. Buyer acknowledges that it is experienced in the acquisition of cemetery and funeral businesses and has performed due diligence as it has deemed necessary or appropriate in agreeing with the terms of this Agreement and the consummation of the transactions contemplated hereby.
As-Is Transaction. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS, SUBJECT TO THE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH HEREIN AND IN THE TRANSACTION DOCUMENTS. EXCEPT AS SET FORTH HEREIN OR IN ANY TRANSACTION DOCUMENT EXECUTED AND DELIVERED BY SELLER AT CLOSING, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, OR ANY PARTY AFFILIATED WITH SELLER, OR THEIR AGENTS OR BROKERS, OR ANY OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER, AS TO ANY MATTERS CONCERNING THE PROPERTY.
As-Is Transaction. THE PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ARTICLE IV OF THIS AGREEMENT, THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO THE ASSETS OR OTHERWISE. WITHOUT IN ANY WAY LIMITING THE FOREGOING, THE PURCHASER ACKNOWLEDGES THAT THE SELLER HAS NOT GIVEN, WILL NOT BE DEEMED TO HAVE GIVEN AND HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE ASSETS. ACCORDINGLY, THE PURCHASER SHALL ACCEPT THE ASSETS AT THE CLOSING “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.”
As-Is Transaction. Optionor’s donation of the Property to Optionee is on an “as-is, where-is” basis. Notwithstanding anything in this Agreement to the contrary, except for the express representations set forth in Section 12, Optionor expressly disclaims any express or implied warranties or representations with respect to the Property or any matter relating thereto, including without limitation, the acreage of the Property, the size or shape of the Property, the existence or status of any assessments with respect thereto, the condition of any improvements thereon, the existence of any Hazardous Substances on, in, under or about the Property, and the existence of any government approvals with respect to the Property or any anticipated use thereon, the suitability of the Property for Optionee’s potential future use in a manner consistent with the Contra Costa County Urban Limit Line, soils, geology, any entitlements that may be obtained or any other physical or legal condition affecting the Property. Optionee shall have the sole and exclusive responsibility for determining the status of the above and satisfying itself of such matters and issues and will have, in fact, investigated the physical and legal condition of the Property to its entire satisfaction prior to accepting the Offer of Land Dedication and Grant Deed.
As-Is Transaction. The Developer agrees to purchase the Property "as-is, where- is" and without any representations or warranties by the Commission as to the condition of the Property or its fitness for any particular use or purpose. The Commission offers no such representation or warranty as to condition or fitness, and nothing in this Agreement will be construed to constitute such a representation or warranty as to condition or fitness. The Developer's acceptance of the Property from the Commission at Closing will be subject to all matters and encumbrances of record.
