Common use of As Is, Where Is Clause in Contracts

As Is, Where Is. EACH OF THE CONVEYED ASSETS IS BEING CONVEYED “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS” AS OF THE DATE OF THIS ASSIGNMENT, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS CONDITON, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED OTHER THAN AS SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENT. SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, THERETO EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENT. BUYER IS HEREBY THUS ACQUIRING THE CONVEYED ASSETS BASED SOLEY UPON BUYER’S OWN INDEPENDENT INVESTIGATIONS AND INSPECTION OF THAT PROPERTY AND NOT IN RELIANCE UPON ANY INFORMATION PROVIDED BY SELLER OR SELLER’S AGENTS OR CONTRACTORS EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENT.

As Is, Where Is. IT IS THE EXPLICIT INTENT OF EACH OF PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED ASSETS IS BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED “AS IS”, “WHERE IS”, AND “,” WITH ALL FAULTS” AS OF THE DATE OF THIS ASSIGNMENT, WITHOUT ANY REPRESENTATION AND THAT LINN IS MAKING NO REPRESENTATION, WARRANTY OR WARRANTY WHATSOEVER AS TO ITS CONDITON, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTYCOVENANT 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 THAN AS SET FORTH IN IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO, THE AGREEMENT OF SALE OR THIS ASSIGNMENT. SELLER SPECIFICALLY MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY WARRANTY, GUARANTY OR SUCH REPRESENTATION, ORAL WARRANTY OR WRITTENCOVENANT. THE PARTIES AGREE THAT, PAST 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 PRESENT, THERETO EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENT. BUYER IS HEREBY THUS ACQUIRING THE CONVEYED ASSETS BASED SOLEY UPON BUYER’S OWN INDEPENDENT INVESTIGATIONS AND INSPECTION OF THAT PROPERTY AND NOT IN RELIANCE UPON ANY INFORMATION PROVIDED BY SELLER OR SELLER’S AGENTS OR CONTRACTORS EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENTORDER.

As Is, Where Is. EACH EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE DOCUMENTS DELIVERED BY SELLER TO BUYER AT CLOSING, THE SALE OF THE CONVEYED ASSETS PROPERTY HEREUNDER IS BEING CONVEYED AND WILL BE MADE ON AN “AS IS”, “WHERE IS”” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE DOCUMENTS DELIVERED BY SELLER AT CLOSING, SELLER HAS NOT MADE, DOES NOT MAKE AND “WITH ALL FAULTS” AS SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF THE DATE OF THIS ASSIGNMENTANY KIND OR CHARACTER WHATSOEVER, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS CONDITON, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED OTHER THAN AS SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENT. SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATIONIMPLIED, ORAL OR WRITTEN, PAST PAST, PRESENT OR PRESENTFUTURE OF, THERETO EXCEPT AS OTHERWISE SET FORTH IN TO, CONCERNING OR WITH RESPECT TO THE AGREEMENT PROPERTY OR ANY OTHER MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION: (i) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION AND ASPECTS OF SALE OR THIS ASSIGNMENT. BUYER IS HEREBY THUS ACQUIRING THE CONVEYED ASSETS BASED SOLEY UPON BUYER’S OWN INDEPENDENT INVESTIGATIONS AND INSPECTION PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE STRUCTURAL ELEMENTS, SEISMIC ASPECTS OF THAT PROPERTY AND NOT IN RELIANCE UPON ANY INFORMATION PROVIDED BY SELLER OR SELLER’S AGENTS OR CONTRACTORS EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENT.PROPERTY, FOUNDATION, ROOF, APPURTENANCES, ACCESS,

As Is, Where Is. EACH PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, AS A MATERIAL PART OF THE CONVEYED ASSETS CONSIDERATION FOR THIS AGREEMENT, THE PROPERTY IS BEING CONVEYED SOLD TO PURCHASER AND PURCHASER AGREES TO PURCHASE AND ACCEPT THE PROPERTY, AND EACH AND EVERY PART AND COMPONENT THEREOF, IN AN “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS” CONDITION AS OF THE DATE OF THIS ASSIGNMENTCLOSING WITH NO REPRESENTATIONS OR WARRANTIES FROM SELLER, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS CONDITON, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, EITHER EXPRESS OR IMPLIED OTHER THAN EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT OF SALE THIS AGREEMENT. PURCHASER AGREES THAT PURCHASER IS NOT RELYING UPON, AND HAS NOT RECEIVED OR BEEN GIVEN, ANY REPRESENTATIONS (EXCEPT AS EXPRESSLY SET FORTH IN THIS ASSIGNMENT. SELLER SPECIFICALLY DISCLAIMS ANY WARRANTYAGREEMENT), GUARANTY STATEMENTS OR REPRESENTATION, WARRANTIES (ORAL OR WRITTEN, PAST IMPLIED OR PRESENTEXPRESS) OF OR BY ANY OFFICER, THERETO EXCEPT EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER, OR ANY SALESPERSON OR BROKER (IF ANY) INVOLVED IN THIS TRANSACTION, AS OTHERWISE SET FORTH TO THE PROPERTY OR ANY PART OR COMPONENT THEREOF IN THE AGREEMENT OF SALE OR THIS ASSIGNMENT. BUYER IS HEREBY THUS ACQUIRING THE CONVEYED ASSETS BASED SOLEY UPON BUYER’S OWN INDEPENDENT INVESTIGATIONS AND INSPECTION OF THAT PROPERTY AND NOT IN RELIANCE UPON ANY INFORMATION PROVIDED BY SELLER OR SELLER’S AGENTS OR CONTRACTORS EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENTRESPECT.

As Is, Where Is. IT IS THE EXPLICIT INTENT OF EACH OF PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED ASSETS IS BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED “AS IS”, “WHERE IS”, AND “,” WITH ALL FAULTS” AS OF THE DATE OF THIS ASSIGNMENT, WITHOUT ANY REPRESENTATION AND THAT XXXX IS MAKING NO REPRESENTATION, WARRANTY OR WARRANTY WHATSOEVER AS TO ITS CONDITON, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTYCOVENANT 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 THAN AS SET FORTH IN IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO, THE AGREEMENT OF SALE OR THIS ASSIGNMENT. SELLER SPECIFICALLY MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY WARRANTY, GUARANTY OR SUCH REPRESENTATION, ORAL WARRANTY OR WRITTENCOVENANT. THE PARTIES AGREE THAT, PAST 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 PRESENT, THERETO EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENT. BUYER IS HEREBY THUS ACQUIRING THE CONVEYED ASSETS BASED SOLEY UPON BUYER’S OWN INDEPENDENT INVESTIGATIONS AND INSPECTION OF THAT PROPERTY AND NOT IN RELIANCE UPON ANY INFORMATION PROVIDED BY SELLER OR SELLER’S AGENTS OR CONTRACTORS EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENTORDER.

As Is, Where Is. EACH OTHER THAN THE SPECIFIC REPRESENTATIONS AND WARRANTIES OF THE CONVEYED COMPANY AND THE SHAREHOLDERS IN THIS AGREEMENT, THE PURCHASED ASSETS IS ARE BEING CONVEYED ASSIGNED AND DELIVERED TO PURCHASER IN AN “AS IS”, ” AND “WHERE IS”” CONDITION, AND “SELLER EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES WITH ALL FAULTS” AS RESPECT TO THE PURCHASED ASSETS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT THERE ARE NO IMPLIED REPRESENTATIONS, WARRANTIES, OR COVENANTS OF THE DATE COMPANY OR ANY SHAREHOLDER IN THIS AGREEMENT OR IN ANY DOCUMENT EXECUTED BY THE COMPANY OR ANY SHAREHOLDER PURSUANT HERETO. THIS SECTION SHALL GOVERN IN THE EVENT OF ANY CONFLICT WITH ANY OTHER PROVISION OF THIS ASSIGNMENT, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS CONDITON, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY AGREEMENT OR ANY OTHER WARRANTY, EXPRESS DOCUMENT EXECUTED BY THE COMPANY OR IMPLIED OTHER THAN AS SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENT. SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, THERETO EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENT. BUYER IS HEREBY THUS ACQUIRING THE CONVEYED ASSETS BASED SOLEY UPON BUYER’S OWN INDEPENDENT INVESTIGATIONS AND INSPECTION OF THAT PROPERTY AND NOT IN RELIANCE UPON ANY INFORMATION PROVIDED BY SELLER OR SELLER’S AGENTS OR CONTRACTORS EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENTSHAREHOLDER PURSUANT HERETO.

As Is, Where Is. EACH OF EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENTS DELIVERED BY SELLER PURSUANT TO SECTION 5(B) TO THE CONVEYED ASSETS CONTRARY, BUYER IS BEING CONVEYED EXPRESSLY PURCHASING THE PROPERTY IN ITS EXISTING CONDITION “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS” AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENTS DELIVERED BY SELLER PURSUANT TO SECTION 5(B), BASED UPON THE CONDITION (PHYSICAL OR OTHERWISE) OF THE PROPERTY AS OF THE DATE OF THIS ASSIGNMENT, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS CONDITON, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED OTHER THAN AS SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENT. SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, THERETO EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENTEFFECTIVE DATE. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT BEING GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, BUYER IS HEREBY THUS ACQUIRING RELYING SOLELY ON ITS OWN INVESTIGATION OF THE CONVEYED ASSETS BASED SOLEY UPON BUYER’S OWN INDEPENDENT INVESTIGATIONS AND INSPECTION OF THAT PROPERTY AND NOT IN RELIANCE UPON ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER AND AGREES TO ACCEPT THE PROPERTY AT THE CLOSING. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY BUYER SUBJECT TO THE FOREGOING PROVISIONS. THE PROVISIONS OF THIS SECTION SHALL SURVIVE INDEFINITELY THE CLOSING OR SELLER’S AGENTS OR CONTRACTORS EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENTANY TERMINATION HEREOF.