As Is, Where Is Sale. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5, PURCHASER ACKNOWLEDGES THAT THE ACQUIRED ASSETS ARE BEING SOLD, TRANSFERRED, CONVEYED, ASSIGNED AND DELIVERED TO, AND PURCHASED AND ACCEPTED BY, PURCHASER ON AN “AS IS/WHERE IS” BASIS AND “WITH ALL FAULTS.” SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING IMPLIED WARRANTIES OF QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY AND ALL OTHER WARRANTIES IMPOSED OR RECOGNIZED BY STATUTE. ADDITIONALLY, SELLER MAKES NO WARRANTIES TO PERSONS THAT ARE DEFINED AS CONSUMERS IN THE XXXXXXXX-XXXX WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENT ACT. ANY DESCRIPTIONS, SAMPLES OR SPECIFICATIONS OF THE EQUIPMENT OR ANY OF THE PURCHASED ASSETS PROVIDED BY OR ON BEHALF OF SELLER ARE NOT WARRANTED BY SELLER TO BE ACCURATE OR COMPLETE. IF A MODEL OR SAMPLE WAS SHOWN TO PURCHASER, SUCH MODEL OR SAMPLE WAS USED MERELY TO ILLUSTRATE THE GENERAL TYPE AND QUALITY OF GOODS, EQUIPMENT OR THE OTHER PURCHASED ASSETS SOLD BY SELLER AND NOT TO REPRESENT THAT THE GOODS OR ANY OF THE PURCHASED ASSETS WOULD NECESSARILY CONFORM TO SUCH MODEL OR SAMPLE. ANY SUCH DESCRIPTIONS, SAMPLES, SPECIFICATIONS AND MODELS (COLLECTIVELY, “DESCRIPTIVE MATERIALS”) ARE FOR THE SOLE PURPOSE OF IDENTIFYING THE GOODS, EQUIPMENT OR THE OTHER PURCHASED ASSETS. NO DESCRIPTIVE MATERIALS SHALL BE DEEMED PART OF THE BASIS FOR PURCHASER’S PURCHASE OF THE GOODS, EQUIPMENT OR THE OTHER PURCHASED ASSETS.
As Is, Where Is Sale. SELLER IS NOT MAKING ANY GUARANTEE, REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER, ORAL OR WRITTEN, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO FINANCIAL CONDITION, RESULTS OF OPERATIONS, ENVIRONMENTAL CONDITION, ASSETS OR LIABILITIES OF THE TRANSFERRED ASSETS), EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND SELLER HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES, IT BEING ACKNOWLEDGED THAT, OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS MAKING NO REPRESENTATION REGARDING THE PHYSICAL CONDITION OF THE VESSELS AND THAT EACH OF THE VESSELS AND THE OTHER TRANSFERRED ASSETS SHALL BE, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SOLD AND TRANSFERRED ON AN “AS-IS,” “WHERE-IS” AND “WITH ANY AND ALL FAULTS AND DEFECTS (LATENT OR OTHERWISE)” BASIS.
As Is, Where Is Sale. Except for the express representations and warranties of Seller set forth in Section 10.1 of this Agreement, the Property is being sold on an "AS IS-WHERE IS" basis and with "ALL FAULTS" as of the Effective Date. Except as specifically and expressly set forth in this Agreement or made pursuant to this Agreement, no promises, representations or warranties have been made or are made and no responsibility has been or is assumed by Seller or by any officer, member, beneficiary, affiliate, person, firm, agent or representative acting or purporting to act on behalf of Seller as to (a) the nature, quality, condition or state of repair or utility of the Property, (b) the value, expense of operation or income potential thereof, (c) the suitability of the Property for any and all activities and uses which Buyer may intend to conduct thereon, (d) the compliance of the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, (e) the habitability, merchantability or fitness for a particular purpose of the Property, or (f) any other fact or condition which has affected or could affect the Property or the condition, repair, value, expense of operation or income potential of the Property. The parties acknowledge and agree that the intent of this Agreement is that (i) Buyer shall have the opportunity during the Due Diligence Period (as defined below) to investigate, examine and approve to its own satisfaction all of the information and other matters relating to the Property that Buyer deems necessary or appropriate to investigate or examine in connection with Buyer's purchase of the Property, and (ii) Seller shall grant Buyer access to all information pertaining to the Property in the possession or control of Seller or Manager. The parties acknowledge and agree that all understandings and agreements heretofore made between them or their respective agents or representatives regarding the purchase and sale of the Property are merged into this Agreement and the Exhibits attached hereto, which alone fully and completely express their agreement, and that neither party is relying upon any statement, promise or representation by the other unless such statement, promise or representation is specifically and expressly set forth in this Agreement or the Exhibits attached hereto, or is subsequently expressly made by Seller in the closing documents or any other documents executed by Seller and delivered to Buyer hereun...
As Is, Where Is Sale. Purchaser agrees that no representation or warranty is made as to the accuracy or completeness of any information provided to Purchaser, except to the extent any such representation or warranty is made in Section 6.01. Except as otherwise expressly set forth in this Agreement, Xxxxxxxxx agrees that any assets, properties and business of Seller and the Seller Subsidiary, including the Transferred APA Assets, are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Section 6.01, with all faults and without any other representation or warranty of any nature whatsoever.
As Is, Where Is Sale. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ARTICLE IV OF THIS AGREEMENT, NEITHER THE SELLER NOR BWR MAKES ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO SELLER OR BWR, ITS BUSINESS, THE INTERESTS, THE ASSUMED LIABILITIES OR THE ACQUIRED ASSETS. WITHOUT IN ANY WAY LIMITING THE FOREGOING, SELLER HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE ACQUIRED ASSETS. BUYER FURTHER ACKNOWLEDGES THAT BUYER HAS CONDUCTED AN INDEPENDENT INSPECTION AND INVESTIGATION OF SELLER, BWR, ITS BUSINESS, THE INTERESTS, THE ASSUMED LIABILITIES AND THE ACQUIRED ASSETS. ACCORDINGLY, BUYER WILL ACCEPT THE INTERESTS, THE ASSUMED LIABILITIES AND THE ACQUIRED ASSETS AT THE CLOSING “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.”
As Is, Where Is Sale. Buyer acknowledges and agrees that it has been or will prior to the date hereof be given a full opportunity to inspect and investigate every aspect of the Assets, including all matters related to legal status or requirements, physical condition, title, leasing, contracts, and other matters of significance. Buyer specifically acknowledges and agrees that, except for the specific representations and warranties set forth in Article 2, the Assets are being sold in an "AS IS" condition and "WITH ALL FAULTS" as of the date of this Agreement and as of the Closing.
As Is, Where Is Sale. The Purchased Assets will be sold, assigned, transferred, and conveyed to Buyer on the Closing Date on a “AS IS” and “WHERE IS” basis, with no representations or warranties other than those specifically set forth below, and subject to any and all existing liens, claims, encumbrances, interests, liabilities, options, charges, obligations, moral rights, rights of third parties (express or implied), restrictions, licenses and interests of any kind or nature (collectively, “Encumbrances”), except for the Encumbrances in favor of Runway Growth Credit Fund Inc. (the “Released Encumbrances”), all of which shall be released in connection with and as a condition to the Closing.
As Is, Where Is Sale. The Buyer acknowledges and agrees that, subject only to the representations and warranties in Article VI, it is acquiring all Vessels on an “as is, where is” basis.
As Is, Where Is Sale. Notwithstanding any election of Lessee to purchase the Equipment in accordance with this Rider, the provisions of the Lease shall continue in full force and effect until the passage of ownership of the Equipment upon the date of purchase. Upon the purchase of all of the Equipment and receipt by Lessor of the Early Purchase Option Price, together with all taxes (to the extent payable pursuant to paragraph 1 above) and charges upon sale and all other amounts accrued and unpaid under the Lease, Lessor will transfer, on an AS IS, WHERE IS BASIS, all of Lessor’s interest in such Equipment, at Lessee’s expense shall execute and deliver a xxxx of sale as reasonably may be required to convey any interest of Lessor in and to such Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the Equipment so purchased or as to any other matters other than Lessor’s Liens.
