As Is, Where Is, No Representations and Warranties Sample Clauses

As Is, Where Is, No Representations and Warranties. Except as provided in Section 7.1 above, Buyer expressly acknowledges that Buyer has not relied on any warranties, promises, understandings and representations, express or implied, oral or written, of Seller or of any agent of Seller and that Buyer is acquiring the Property in its present condition and state of repair, “AS IS” with all defects latent or apparent. Buyer acknowledges that any information of any type which Buyer has received or may receive from Seller or Seller’s agents is furnished on the express condition that Buyer shall make an independent verification of the accuracy of such information, all such information being furnished without any representation or warranty whatsoever. Buyer agrees that Buyer will not attempt to assert any liability against Seller for the matters disclosed in this Agreement, including any environmental condition. The terms of this Section 7 shall expressly survive the closing or termination of this Agreement and shall not merge with any closing document or the Deed.
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As Is, Where Is, No Representations and Warranties. BUYER IS ACQUIRING THE PROPERTY "AS IS, WHERE IS WITH ALL FAULTS AND DEFECTS" (LATENT AND APPARENT,, AND BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS SECTION 3.3, SELLER HAS NOT MADE, DOES NOT MAKE AND IS UNWILLING TO MAKE ANY REPRESENTATIONS AS TO THE CONDITION, INCOME, EXPENSES, LEASES, TENANTS, USE, OPERATION OR ANY OTHER MATTER OR THING AFFECTING OR RELATING TO THE PROPERTY OR TITLE THERETO OR THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND REPRESENTS THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER HAS NOT RELIED UPON, AND SELLER HAS NOT MADE, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR GUARANTIES CONCERNING, (i) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, (ii) COMPLIANCE OF THE PROPERTY WITH APPLICABLE FEDERAL, STATE AND MUNICIPAL LAWS AND ORDINANCES (iii) THE ADEQUACY, AVAILABILITY OR QUALITY OF ANY WATER, (iv) THE CURRENT OR FUTURE REAL ESTATE TAX LIABILITY, ASSESSMENT OR VALUATION OF THE PROPERTY, PROVIDED HOWEVER, THAT OUTSTANDING REAL ESTATE TAXES SHALL BE PAID AT THE CLOSING IN ACCORDANCE WITH SECTION 7.2 OF THIS AGREEMENT, (v) THE POTENTIAL QUALIFICATION OF THE PROPERTY FOR ANY AND ALL BENEFITS CONFERRED BY FEDERAL, STATE OR MUNICIPAL LAWS, WHETHER FOR SUBSIDIES, SPECIAL REAL ESTATE TAX TREATMENT, INSURANCE, MORTGAGES OR OTHER BENEFITS, WHETHER SIMILAR OR DISSIMILAR TO THOSE ENUMERATED, (vi) THE COMPLIANCE OF THE PROPERTY, IN ITS CURRENT OR FUTURE STATE, WITH APPLICABLE ZONING ORDINANCES AND THE ABILITY TO OBTAIN A VARIANCE WITH RESPECT TO ANY NON-COMPLIANCE, IF ANY, WITH SAID ZONING ORDINANCES, (vii) THE AVAILABILITY OF ANY FINANCING FOR THE PURCHASE, ALTERATION REHABILITATION OR OPERATION OF THE PROPERTY FROM ANY SOURCE, INCLUDING, BUT NOT LIMITED TO, THE STATE, CITY OR FEDERAL GOVERNMENT OR ANY INSTITUTIONAL LENDER, (viii) THE CURRENT OR FUTURE USE OF THE PROPERTY, (ix) EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 3.3. AS OF THE DATE OF THE OPT ON AGREEMENT, SELLER HAD NOT RECEIVED ANY WRITTEN NOTICE THAT IT IS IN VIOLATION OF ANY LOCAL, STATE OR FEDERAL ENVIRONMENTAL LAWS, RULES OR REGULATIONS ("ENVIRONMENTAL NOTICE"). NOTWITHSTANDING ANYTHING CO...
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Related to As Is, Where Is, No Representations and Warranties

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that:

  • Representations and Warranties; No Default On the Amendment Effective Date, after giving effect to the amendment of the Loan and Security Agreement contemplated hereby:

  • Representations and Warranties; No Defaults The following statements shall be true on the date of such Loan or Issuance, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds thereof:

  • Disclaimer of Other Representations and Warranties EACH OF THE ACQUISITION ENTITIES HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE IV, NEITHER SPAC NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING, OR SHALL BE DEEMED TO MAKE ANY (AND EACH OF THE ACQUISITION ENTITIES HEREBY EXPRESSLY DISCLAIMS RELIANCE ON ANY) REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO ANY OF THE ACQUISITION ENTITIES, ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO SPAC OR ANY OF ITS BUSINESSES, ASSETS OR PROPERTIES, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO CONDITION, VALUE, QUALITY, MERCHANTABILITY, USAGE, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THE CONTRARY: (A) NEITHER SPAC NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO MAKE TO ANY OF THE ACQUISITION ENTITIES, ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY THIRD PARTY ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY SPAC IN ARTICLE IV; AND (B) NEITHER SPAC NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING OR SHALL BE DEEMED TO MAKE TO ANY OF THE ACQUISITION ENTITIES, ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY THIRD PARTY ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO: (I) THE INFORMATION DISTRIBUTED OR MADE AVAILABLE TO THEM BY OR ON BEHALF OF SPAC IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS; (II) ANY MANAGEMENT PRESENTATION, CONFIDENTIAL INFORMATION MEMORANDUM OR SIMILAR DOCUMENT; OR (III) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR SIMILAR ITEM RELATING TO SPAC OR ITS BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS OR PROJECTED OPERATIONS. EACH OF THE ACQUISITION ENTITIES HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY PROMISE, REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN ARTICLE IV OF THIS AGREEMENT.

  • Representations and Warranties of Grantor Grantor hereby represents and warrants to Lender that:

  • Representations and Warranties and Covenants 9 4.1 GENERALLY ........................................................... 9 4.2

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

  • Other Representations and Warranties CMSI represents and warrants to the Underwriter that:

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