As-Is, Where-Is, With All Faults Sample Clauses

As-Is, Where-Is, With All Faults. DISCLAIMERS. SECURED PARTY AND BUYER AGREE THAT THIS SALE AND TRANSFER IS ON AN AS IS, WHERE IS BASIS, WITH ALL FAULTS. SECURED PARTY AND ITS AFFILIATES (INCLUDING WITHOUT LIMITATION, MARQUETTE BUSINESS CREDIT, INC.), OWNERS, OFFICERS AND REPRESENTATIVES (COLLECTIVELY, THE “MARQUETTE PARTIES”) EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, RELATING TO THE AUCTIONED PROPERTY, THE AUCTION, THE LOAN AGREEMENT, DEBTOR, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. THERE IS NO WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. SECURED PARTY, ON BEHALF OF ITSELF AND THE OTHER MARQUETTE PARTIES, DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES, VERBAL OR WRITTEN, PAST, PRESENT OR FUTURE, IN RESPECT OF THE AUCTION OR THE AUCTIONED PROPERTY, INCLUDING WITHOUT LIMITATION, RELATING TO THE EXISTENCE, TITLE, LOCATION, CONDITION, VALUE, DELIVERY, POSSESSION, OR QUIET ENJOYMENT WITH RESPECT TO ANY AUCTIONED PROPERTY, OR IN RESPECT OF ANY ACCOUNT DEBTOR OR THE CREDITWORTHINESS THEREOF, THE GENUINENESS, VALIDITY OR ENFORCEABILITY OF ANY ACCOUNTS OR ANY AMOUNTS DUE OR NOT DUE THEREUNDER, THE EXISTENCE OR NON-EXISTENCE OF ANY DEFENSE, CLAIM, COUNTERCLAIM, OR OFFSET RELATING TO ANY AUCTIONED PROPERTY, THE PERFECTION OR PRIORITY OF ANY SECURITY INTEREST OF SECURED PARTY IN THE AUCTIONED PROPERTY ON THE AUCTION DATE OR THE EFFECTIVE DATE, COMPLIANCE WITH APPLICABLE LAWS, OR ANY STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE IN OR IN CONNECTION WITH THE AUCTION OR THIS AGREEMENT, OF ANY KIND WHATSOEVER. NO REPRESENTATIONS ARE MADE BY ANY OF THE MARQUETTE PARTIES IN CONNECTION WITH THIS AGREEMENT EXCEPT BY SECURED PARTY SOLELY AS EXPRESSLY PROVIDED BY SECTION 11(a). BUYER ASSUMES ALL RISK WITH RESPECT TO THE USE BY ANY PERSON OF ANY AUCTIONED PROPERTY.
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As-Is, Where-Is, With All Faults. Condition. Acknowledging the prior use of the Property by the Operator under the Operating Agreements, that Operator is an affiliate of Buyer, and Buyer’s opportunity to inspect the Property, Buyer agrees that the Property is being sold by Seller and acquired by Buyer “AS IS, WHERE IS, WITH ALL FAULTS” condition without, except as expressly provided herein, any representation or warranty, either express or implied, oral or written, about the Property or the condition of the Property. Buyer acknowledges that, except for those representations and warranties set forth herein or in the attachments hereto, Seller has not made, does not make, and specifically negates, renounces, and disclaims any representations, warranties, promises, covenants, agreements, or guaranties of any kind or character whatsoever, whether express or implied, oral or written, as to, concerning, or with respect to, (a) the value, investment potential, operation, or resale of the Property, or the nature, quality, or condition of the Property, including, but not limited to, the water, soil, and geology, (b) the suitability of the Property for any and all activities and uses that may be conducted thereon, (c) the compliance of or by the Property with any Legal Requirement, (d) the habitability, merchantability, marketability, profitability, or fitness for a particular purpose of the Property, (e) the quality of construction and integrity of the Property, (f) the environmental condition of the Property, (g) the operations of the Property, or (h) any other matter or attribute with respect to the Property. Buyer acknowledges and agrees that Seller shall be under no duty to make any affirmative disclosures regarding any matter that may be known to Seller, its partners, officers, contractors, agents, or employees, except as specifically set forth in this Agreement. Pursuant to Section 404.05618, Florida Statutes (1988), the following notification regarding radon gas is hereby made, and all parties executing this Agreement acknowledge receipt of this notification: “RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT”. Notwithstanding anything in this Agreement t...
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As-Is, Where-Is, With All Faults. Contractor understands and acknowledges that Merchandise is being sold on a liquidation or salvage basis by Wal-Mart, and therefore, such Merchandise will be damaged, defective, impaired and/or expired to varying degrees affecting marketing, sale, distribution and disposal. Accordingly, Contractor’s purchases of Merchandise pursuant to this Master Contract is on an “As-Is, Where-Is, With All Faults” basis. WAL-MART MAKES NO WARRANTIES AND SPECIFICALLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANDISE OR ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE IS GIVEN BY WAL-MART OR SHALL ARISE BY OR IN CONNECTION WITH THIS MASTER CONTRACT AND/OR WAL-MART AND/OR CONTRACTOR’S CONDUCT IN RELATION THERETO OR TO EACH OTHER AND IN NO EVENT SHALL WAL-MART BE LIABLE ON ANY SUCH WARRANTY WITH RESPECT TO ANY MERCHANDISE. CONTRACTOR ACCEPTS ALL MERCHANDISE IN ACCORDANCE WITH THIS MASTER CONTRACT ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS. Contractor further acknowledges and agrees that the warranties and/or guaranties of any supplier that provided the Merchandise shall not transfer with the Merchandise. Notwithstanding the above, Wal-Mart warrants that its has good title to the Merchandise, free of liens and encumbrances.
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As-Is, Where-Is, With All Faults. BUYER acknowledges and agrees that at and upon Closing and unless otherwise specifically set forth in this Agreement, SELLER shall sell and convey the Acquired Assets “AS IS, WHERE IS, WITH ALL FAULTS” to BUYER, and BUYER shall purchase, acquire and accept the Acquired Assets “AS IS, WHERE IS, WITH ALL FAULTS” from DEFENDANT. 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 business, the assets, the Acquired Assets, the Assumed Liabilities or relating thereto made or furnished by SELLER or any agent representing or purporting to represent SELLER, to whomever made or given, directly or indirectly, orally or in writing, unless otherwise specifically set forth in this Agreement. BUYER also acknowledges that the Purchase Price reflects and takes into account that the Property and the other Acquired Assets are being sold “AS-IS, WHERE IS, WITH ALL FAULTS”, unless otherwise specifically set forth in this Agreement. Without limiting the generality of the provisions of this Paragraph 7, BUYER acknowledges and agrees that the Sale FTL_ACTIVE 4301945.8 E-6 Transaction is subject to the additional limitations, waivers and provisions set forth in Annex E attached hereto and made a part hereof.
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As-Is, Where-Is, With All Faults. Buyer acknowledges, represents, and warrants to Seller that Buyer is buying the Property in its “AS IS, WHERE IS WITH ALL FAULTS” condition, all as more fully provided in Section 4 (Study Period).
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As-Is, Where-Is, With All Faults. Buyer acknowledges and agrees that the Property is to be purchased, conveyed and accepted by Buyer in its present condition, "AS IS, WHERE IS, WITH ALL FAULTS" and that no present or latent defect in the condition of the Property whether or not known or discovered, shall give rise to any claim or cause of action against Seller. Any documents furnished to Buyer by Seller relating to the Property including, without limitation, maps, surveys, studies, pro formas, reports and other information shall be deemed furnished as a courtesy to Buyer but without warranty from Seller except as may be specifically set forth in this Agreement. 5.
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Related to As-Is, Where-Is, With All Faults

  • As Is, Where Is IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED “AS IS, WHERE IS,” WITH ALL FAULTS, AND THAT LINN IS MAKING NO REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.

  • DISCLAIMER OF ALL OTHER WARRANTIES EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WE DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES, CONDITIONS OR GUARANTEES: (I) OF MERCHANTABILITY OR SATISFACTORY QUALITY; (II) OF FITNESS FOR A PARTICULAR PURPOSE; (III) OF NON- INFRINGEMENT; OR (IV) ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF PRIOR DEALING OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE DO NOT WARRANT THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SOFTWARE, DOCUMENTATION AND/OR THE INFORMATION OBTAINED BY YOU THROUGH THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR PRODUCE PARTICULAR OUTCOMES OR RESULTS. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY ISSUES WITH THE SOFTWARE THAT ARISE FROM CUSTOMER DATA, THIRD-PARTY SERVICES OR THIRD- PARTY PROVIDERS. YOU ACKNOWLEDGE THAT WE DO NOT PROVIDE ANY ACCOUNTING, TAXATION, FINANCIAL, INVESTMENT, LEGAL OR OTHER ADVICE TO YOU, USERS, OR ANY THIRD PARTY. YOU ARE SOLELY RESPONSIBLE FOR THE TIMELY INSTALLATION OF MAINTENANCE AND WE SHALL HAVE NO LIABILTY FOR ANY ISSUES WITH THE SOFTWARE, OR FOR ANY CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES WHICH YOU INCUR AS A RESULT OF YOUR FAILURE TO DO SO.

  • Representations or Warranties The Collateral Agent shall not make nor shall it be deemed to have made any representations or warranties as to the validity, legality or enforceability of this Agreement, any other Loan Document or any other document or instrument or as to the correctness of any statement contained in any thereof, or as to the validity or sufficiency of any of the pledge and security interests granted hereby, except that the Collateral Agent in its individual capacity hereby represents and warrants (a) that each such specified document to which it is a party has been or will be duly executed and delivered by one of its officers who is and will at such time be duly authorized to execute and deliver such document on its behalf, and (b) this Agreement is or will be the legal, valid and binding obligation of the Collateral Agent in its individual capacity, enforceable against the Collateral Agent in its individual capacity in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally.

  • Disclaimer of Other Warranties EXCEPT AS OTHERWISE EXPRESSLY ------------------------------ PROVIDED HEREIN, THE SALE OF THE EQUIPMENT IS HEREBY MADE ON AN "AS-IS WHERE-IS" BASIS. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO (i) THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION OF THE FOREGOING, ITS SELECTION, QUALITY, DESIGN, CAPACITY, CONDITION, MERCHANTABILITY OR ITS FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE AND FREEDOM FROM CLAIMS OF COPYRIGHT OR PATENT INFRINGEMENT OR ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR NEGLIGENCE, (ii) THE FREEDOM OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) FROM ANY LATENT OR OTHER DEFECT (WHETHER OR NOT DISCOVERABLE), (iii)THE COMPLIANCE OF ANY OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) WITH ANY APPLICABLE LAWS OR REGULATIONS, (iv) THE CREDITWORTHINESS OF EACH LESSEE OR ANY OTHER PERSON UNDER THE LEASES AND THE TRANSACTION DOCUMENTS, (v) THE COLLECTIBILITY OF ANY AMOUNT UNDER THE LEASES AND ANY OF THE TRANSACTION DOCUMENTS, (vi) THE TAX CHARACTERIZATION OF THE LEASES, OR (vii) THE DUE AUTHORIZATION, EXECUTION AND DELIVERY BY, OR THE ENFORCEABILITY AGAINST, ANY PERSON WHO IS OR HAS BEEN A PARTY TO THE LEASES AND ANY OF THE TRANSACTION DOCUMENTS (WITH THE EXCEPTION OF THE SELLER) AND SELLER HEREBY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES.

  • No Representations or Warranties CUSTODIAN AND ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, SERVICES OR ANY DATABASE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE FUND ACKNOWLEDGES THAT THE SOFTWARE, SERVICES AND ANY DATABASE ARE PROVIDED “AS IS.” IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH THE FUND MAY INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY DATABASE, EVEN IF CUSTODIAN OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL.

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that: (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and possesses all requisite authority, power, licenses, permits and franchises to carry on its business as currently conducted by it and to execute, deliver and comply with its obligations under the terms of this Agreement. (ii) This Agreement has been duly and validly authorized, executed and delivered by the Seller and, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by (A) bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of creditors' rights in general, and (B) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (iii) The execution and delivery of this Agreement by the Seller and the Seller's performance and compliance with the terms of this Agreement will not (A) violate the Seller's organizational documents, (B) violate any law or regulation or any administrative decree or order to which the Seller is subject, or (C) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Seller is a party or by which the Seller is bound. (iv) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency or body, which default might have consequences that would, in the Seller's reasonable and good faith judgment, materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or have consequences that would materially and adversely affect its performance hereunder. (v) The Seller is not a party to or bound by any agreement or instrument or subject to any organizational document or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that would, in the Seller's reasonable and good faith judgment, materially and adversely affect the ability of the Seller to perform its obligations under this Agreement or that requires the consent of any third person to the execution and delivery of this Agreement by the Seller or the performance by the Seller of its obligations under this Agreement. (vi) Except for the recordation and/or filing of assignments and other transfer documents with respect to the Mortgage Loans, as contemplated by Section 2(d) hereof, no consent, approval, authorization or order of, registration or filing with, or notice to, any court or governmental agency or body, is required for the execution, delivery and performance by the Seller of or compliance by the Seller with this Agreement or the consummation of the transactions contemplated by this Agreement; and no bulk sale law applies to such transactions. (vii) No litigation is pending or, to the best of the Seller's knowledge, threatened against the Seller that would, in the Seller's good faith and reasonable judgment, prohibit its entering into this Agreement or materially and adversely affect the performance by the Seller of its obligations under this Agreement. (viii) Under generally accepted accounting principles ("GAAP") and for federal income tax purposes, the Seller will report the transfer of the Mortgage Loans to the Purchaser, as provided herein, as a sale of the Mortgage Loans to the Purchaser in exchange for the consideration specified in Section 1 hereof. In connection with the foregoing, the Seller shall cause all of its records to reflect such transfer as a sale (as opposed to a secured loan). The consideration received by the Seller upon the sale of the Mortgage Loans to the Purchaser will constitute at least reasonably equivalent value and fair consideration for the Mortgage Loans. The Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, the sale of the Mortgage Loans to the Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud any of the creditors of the Seller. After giving effect to its transfer of the Mortgage Loans to the Purchaser, as provided herein, the value of the Seller's assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of the Seller's debts and obligations, including contingent and unliquidated debts and obligations of the Seller, and the Seller will not be left with unreasonably small assets or capital with which to engage in and conduct its business. The Mortgage Loans do not constitute all or substantially all of the assets of the Seller. The Seller does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature. (ix) No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Seller are pending or contemplated. (b) The Seller hereby makes, for the benefit of the Purchaser, with respect to each Mortgage Loan, as of the Closing Date or as of such other date expressly set forth therein, each of the representations and warranties made by the initial Purchaser pursuant to Section 2.04(b) of the Pooling and Servicing Agreement, except that all references therein to the "Depositor" shall be deemed to be references to the Seller and all references therein to the Mortgage Pool shall be deemed to be references to all the Securitized Loans.

  • No Representation or Warranty Seller and Financing Provider each recognizes and acknowledges that PG&E makes no representation or warranty, express or implied, that Seller has any right, title, or interest in the Assigned Agreement or as to the priority of the assignment for security purposes of the Assigned Agreement or the Assigned Agreement Accounts. Financing Provider is responsible for satisfying itself as to the existence and extent of Seller’s right, title, and interest in the Assigned Agreement, and Financing Provider releases PG&E from any liability resulting from the assignment for security purposes of the Assigned Agreement and the Assigned Agreement Accounts.

  • As-Is Condition a. Purchaser acknowledges and agrees that it will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the condition of the Property as of the date of this Agreement subject to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor their consultants nor agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition of the Land or Improvements, the presence or absence of asbestos, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter defined), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for contribution, cost recovery or otherwise, against Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date: a) neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the "1933 Act") or which would render the disposition of any Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and b) the Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with this transaction other than the Purchaser.

  • AS/IS Conveyance THE PARTIES AGREE THAT, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE INTERESTS OF THE ANNUAL CONFERENCE IN THE REAL PROPERTY AND PERSONAL PROPERTY SHALL BE CONVEYED TO THE LOCAL CHURCH “AS IS, WHERE IS, WITH ALL FAULTS”, SUCH CONVEYANCES SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF OR WITH RESPECT TO INCOME POTENTIAL, DEVELOPMENT FEASIBILITY, POTENTIAL OR COSTS, OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), AND THE ANNUAL CONFERENCE DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY, EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN. THE LOCAL CHURCH IS NOT RELYING, AND AGREES THAT IT SHALL NOT RELY, UPON ANY REPRESENTATION, INDUCEMENT OR UNPERFORMED PROMISE OF THE ANNUAL CONFERENCE EXCEPT TO THE EXTENT SUCH INDUCEMENT, REPRESENTATION OR UNPERFORMED PROMISE IS EXPRESSLY SET FORTH HEREIN. THE LOCAL CHURCH HAS BEEN IN SOLE AND EXCLUSIVE POSSESSION OF THE REAL PROPERTY AND THE PERSONAL PROPERTY AND IS FULLY AWARE OF ALL FAULTS AND MATTERS RELATING THERETO.

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