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.
Sample 1
AutoNDA by SimpleDocs
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...
Sample 1
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.
Sample 1
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.
Sample 1
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).
Sample 1
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.
Sample 1

Related to As-Is, Where-Is, With All Faults

  • 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:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER 4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule 2-A attached to such Exhibit 2. In addition, Seller hereby further represents, warrants and covenants to Purchaser as of the date hereof as follows:

  • Representations, Warranties and Covenants of Sellers Sellers hereby represent, warrant, and covenant to Buyer as follows:

  • 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:

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER Purchaser hereby represents and warrants to and covenants with the Company as follows:

  • Representations, Warranties and Covenants of Buyer The Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, as follows:

  • Representations, Warranties and Covenants of the Mortgage Loan Seller (a) The Mortgage Loan Seller hereby makes, as of the date hereof (or as of such other date specifically provided in the particular representation or warranty), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit D with respect to each Mortgage Loan, subject to the exceptions set forth in Schedule D-1 to Exhibit D.

Time is Money Join Law Insider Premium to draft better contracts faster.