“As Is Where Is” Transaction Sample Clauses

“As Is Where Is” Transaction. Purchaser hereby acknowledges and agrees that, notwithstanding anything to the contrary herein, except as expressly set forth in this Agreement, Seller makes no representations or warranties whatsoever, express or implied, with respect to any matter relating to any of the 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 Assets or the Business. Purchaser further acknowledges that Purchaser has conducted an independent inspection and investigation of the condition of all portions of the Assets and all other matters relating to or affecting any of the Assets as Purchaser deemed necessary or appropriate and that in proceeding with its acquisition of the Assets, Purchaser is doing so based upon such independent inspections and investigations and the representations and warranties expressly set forth herein. Accordingly, except as expressly set forth in this Agreement, Purchaser will accept the Assets on the Closing Date “AS IS” and “WHERE IS”.

“As Is Where Is” Transaction. Landlord hereby acknowledges and agrees that Xxxxxx makes no representations or warranties whatsoever, express or implied, with respect to any matter relating to the Premises or the Lease. Accordingly, Xxxxxxxx accepts the Premises "AS IS" and "WHERE IS."

“As Is Where Is” Transaction. The Purchaser hereby acknowledges and agrees that: (i) the Purchaser is solely responsible for carrying out its own due diligence investigations of the Assets and Assumed Liabilities; (ii) by deciding to proceed with the transactions contemplated herein the Purchaser has relied on and is satisfied with all the results of its investigations; and (iii) except as otherwise expressly provided in Article 6 of this Agreement, neither the Vendor, the Monitor, the Receiver, TMC, TNB, their representatives and their agents, nor any other Person is making any representations or warranties whatsoever, express or implied, with respect to any matter relating to the Assets, the Business, the Mine, Xxxxxx, and the Vendor’s ownership and operation thereof or any Encumbrances or Liabilities (including Environmental Liabilities) associated therewith, and the quantity, quality, suitability for mining or costs of mining of any mineral reserves included in the Assets. Without in any way limiting the foregoing, the Purchaser acknowledges that neither the Vendor, the Monitor, the Receiver, TMC, TNB, their representatives and their agents, nor any Person has given, will not be deemed to have given, and hereby disclaims any warranty, express or implied, of merchantability of fitness for any particular purpose as to any portion of the Assets, the Business, the Mine or Xxxxxx. Accordingly, the Purchaser agrees to accept the Assets at the Closing “As is” “Where is” and “With All Faults”.

“As Is Where Is” Transaction. Purchaser acknowledges and agrees that it has conducted its own independent investigation, review and analysis of the Business, the Purchased Assets and the Assumed Liabilities, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Seller for such purpose. Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser has relied solely upon its own investigation and the express representations and warranties of the Seller set forth in Article 3 of this Agreement; and (b) neither Seller, nor any other Person, has made any representation or warranty as to Seller, the Business, the Purchased Assets, the Assumed Liabilities or this Agreement, except as expressly set forth in Article 3 of this Agreement (as qualified by the Seller Disclosure Schedules). SUCH REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER IN ARTICLE 3 CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLER TO PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 3 OF THIS AGREEMENT, ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED, WRITTEN OR ORAL (INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING ANY SELLER, ANY AFFILIATES OF ANY SELLER, THE BUSINESS, THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER, MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR AS TO THE FUTURE REVENUE, PROFITABILITY OR SUCCESS OF THE BUSINESS, OR ANY REPRESENTATION OR WARRANTY ARISING FROM STATUTE OR OTHERWISE IN LAW OR RELATING TO MERCHANTABILITY OR FITNESS FOR USE) ARE SPECIFICALLY DISCLAIMED BY THE SELLER. PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT PURCHASER IS PURCHASING THE PURCHASED ASSETS ON AN “AS IS, WHERE IS”, “WHERE IS,” AND “WITH ALL FAULTS” BASIS AFTER GIVING EFFECT TO THE TERMS CONTAINED HEREIN.

“As Is Where Is” Transaction. Each of the Indenture Trustee, the Owner Trustee on behalf of the Trust, the Series Administrator and the Note Purchaser hereby acknowledges and agrees that, except as expressly set forth in this Agreement, the Seller makes no other representations or warranties whatsoever, express or implied, with respect to any matter relating to any of the 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 Assets. Each of the Series Administrator and the Note Purchaser further acknowledges that such party has conducted an independent inspection and investigation of the condition of all portions of the related Assets and all other matters relating to or affecting any of the Assets as the Series Administrator and the Note Purchaser, as applicable, deemed necessary or appropriate and that in proceeding with its acquisition of the related Assets, and that the Series Administrator and the Note Purchaser are doing so based solely upon such independent inspections and investigations and the provisions of this Agreement. Accordingly, except as expressly set forth in this Agreement, each of the Indenture Trustee, the Custodian, the Owner Trustee on behalf of the Trust, the Series Administrator and the Note Purchaser will accept the related Assets on the Closing Date “AS IS” and “WHERE IS”.