Common use of As Is, Where Is Clause in Contracts

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.

As Is, Where Is. IT EACH OF THE CONVEYED ASSETS 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,” ”, AND “WITH ALL FAULTS” AS OF THE DATE OF THIS ASSIGNMENT, AND THAT LINN IS MAKING NO REPRESENTATIONWITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS CONDITON, WARRANTY FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR COVENANT WHATSOEVERANY OTHER WARRANTY, EXPRESS OR IMPLIED (INCLUDINGOTHER THAN AS SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENT. SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY, WITHOUT LIMITATION: (A) ANY IMPLIED GUARANTY 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 ORAL OR COVENANTWRITTEN, PAST OR PRESENT, THERETO EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENT. BUYER IS HEREBY THUS ACQUIRING THE PARTIES AGREE THAT, TO 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 EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS AGREEMENT OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN SALE OR THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDERASSIGNMENT.

As Is, Where Is. IT IS OTHER THAN THE EXPLICIT INTENT SPECIFIC REPRESENTATIONS AND WARRANTIES OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNEDCOMPANY AND THE SHAREHOLDERS IN THIS AGREEMENT, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT THE PURCHASED ASSETS ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED ASSIGNED AND CONVEYED DELIVERED TO PURCHASER IN AN “AS IS, ” AND “WHERE IS,” WITH ALL FAULTSCONDITION, AND THAT LINN IS MAKING NO REPRESENTATIONSELLER EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES WITH RESPECT TO THE PURCHASED ASSETS, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR INCLUDING BUT NOT LIMITED TO THE IMPLIED (INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED OR EXPRESS WARRANTY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) . PURCHASER ACKNOWLEDGES AND AGREES THAT THERE ARE NO IMPLIED REPRESENTATIONS, WARRANTIES, OR COVENANTS OF THE COMPANY OR ANY IMPLIED SHAREHOLDER IN THIS AGREEMENT OR EXPRESS WARRANTY IN ANY DOCUMENT EXECUTED BY THE COMPANY OR ANY SHAREHOLDER PURSUANT HERETO. THIS SECTION SHALL GOVERN IN THE EVENT OF MERCHANTABILITY; OR (C) ANY CONFLICT WITH ANY OTHER IMPLIED WARRANTY PROVISION OF THIS AGREEMENT OR REPRESENTATION OF ANY NATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO, OTHER DOCUMENT EXECUTED BY THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES COMPANY OR 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 ORDERSHAREHOLDER PURSUANT HERETO.

As Is, Where Is. IT PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, THE PROPERTY IS BEING SOLD TO PURCHASER AND PURCHASER AGREES TO PURCHASE AND ACCEPT THE EXPLICIT INTENT OF PROPERTY, AND EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNEDAND EVERY PART AND COMPONENT THEREOF, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED IN AN “AS IS, WHERE IS,” CONDITION AS OF THE CLOSING WITH ALL FAULTSNO REPRESENTATIONS OR WARRANTIES FROM SELLER, AND THAT LINN IS MAKING NO REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EITHER EXPRESS OR IMPLIED EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER AGREES THAT PURCHASER IS NOT RELYING UPON, AND HAS NOT RECEIVED OR BEEN GIVEN, ANY REPRESENTATIONS (INCLUDINGEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT), WITHOUT LIMITATION: STATEMENTS OR WARRANTIES (A) ANY ORAL OR WRITTEN, IMPLIED OR EXPRESS WARRANTY EXPRESS) OF FITNESS FOR A PARTICULAR PURPOSE; OR BY ANY OFFICER, EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER, OR ANY SALESPERSON OR BROKER (BIF ANY) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDINGINVOLVED IN THIS TRANSACTION, 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, AS TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED PROPERTY OR ANY PART OR COMPONENT THEREOF IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDERRESPECT.

As Is, Where Is. IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENTS DELIVERED BY LINN SELLER PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNEDSECTION 5(B) TO THE CONTRARY, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BUYER IS 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 EFFECTIVE DATE. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT LINN BEING GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, BUYER IS MAKING NO REPRESENTATION, WARRANTY RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED OR EXPRESS WARRANTY 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 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 THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY BUYER SUBJECT TO OTHERWISE WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANTFOREGOING PROVISIONS. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS PROVISIONS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR SHALL SURVIVE INDEFINITELY THE PURPOSES OF CLOSING OR ANY APPLICABLE LAW, RULE OR ORDERTERMINATION HEREOF.