Condition of Property. The property will be sold by the Seller to the Buyer on an "AS-IS, WHERE-IS and WITH ALL FAULTS" basis. Xxxxx accepts all faults and defects of the property whether known or unknown, presently existing or that may hereafter arise. Buyer acknowledges and agrees that the Seller and the Agents have not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether expressed or implied, oral or written, past, present or future, or concerning to or with respect to: (i) the value, nature, quality or condition of the property, including without limitation: lease or rent information; noise disturbances; waste and/or septic disposal systems; marked or unmarked cemeteries/burial grounds; soil results for septic disposal systems; city or well water, either availability, connectivity or purity of; timber; soil; earth; rock; caverns; sinkholes; wood destroying organisms or infestations; geology; utilities either availability or connectivity; acreage of parcel; square footage or condition of structure; any improvements; all photographs; age; any measurements; and working or non-working components; (ii) the income to be derived from the property; (iii) the suitability of the property for any and all activities and uses which buyer may conduct from there; (iv) the compliance of by the property or its operation with any laws, rules, ordinances, or regulations of any governmental authority or body; (v) the habitability, merchantability, marketability, profitability, or fitness for a particular purpose of the property; (vi) the manner or quality of the construction or materials, if any, incorporated into the property; (vii) the manner, quality, state of repair of the property; (viii) the existence of any view from the property or that any existing view will not be obstructed in the future; or (ix) any other matter with respect to the property, and specifically, without limitation, that seller has not made, does not make, and specifically disclaims any representation regarding compliance with the Americans with Disabilities Act or with any environmental protection, pollution or land use laws, rules, orders or requirements; including solid waste (as defined by the U.S. Environmental Protection Agency regulations at 40 c.f.r., part 261), or the disposal or existence of any type or kind of hazardous substance in or on the property, such as mold/fungus, radon, lead, asbestos, landfills, aldehydes/chemicals, pesticides, by-products of methamphetamines, or storage of any type of hazardous waste or substances AND as defined by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and regulations thereunder.
Appears in 49 contracts
Samples: Specific Performance Real Estate Sales Contract, Performance Real Estate Sales Contract, Specific Performance Real Estate Sales Contract
Condition of Property. The property will be sold by the Seller seller to the Buyer buyer on an "AS-IS, WHEREHOW-IS and WITH ALL FAULTS" basis. Xxxxx Buyer accepts all faults and defects of the property whether known or unknown, presently existing or that may hereafter arise. Buyer acknowledges and agrees that the Seller seller and the Agents have not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether expressed or implied, oral or written, past, present or future, or or, as to, concerning to or with respect to: (i) the value, nature, quality or condition of the property, including without limitation: ; lease or rent information; , noise disturbances; , waste and/or and or septic disposal systems; , marked or unmarked cemeteries/cemeteries / burial grounds; , soil results for septic disposal systems; , city or well water, water either availability, connectivity availability and or connected or purity of; of , timber; , soil; , earth; , rock; , caverns; , sinkholes; , wood destroying organisms or infestations; , geology; , utilities either availability connected or connectivity; availability, acreage of parcel; square , sq. footage or condition of structure; , any improvements; improvements and all photographs; , age; , any measurements; measurements and working or non-non working components; (ii) the income to be derived from the property; (iii) the suitability of the property for any and all activities and uses which buyer may conduct from therethere from; (iv) the compliance of or by the property or its operation with any laws, rules, ordinances, ordinances or regulations of any governmental authority or body; (v) the habitability, merchantability, marketability, profitability, profitability or fitness for a particular purpose of the property; (vi) the manner or quality of the construction or materials, if any, incorporated into the property; (vii) the manner, quality, state of repair of the property; (viii) the existence of any view from the property or that any existing view will not be obstructed in the future; or (ix) any other matter with respect to the property, and specifically, without limitation, that seller has not made, does not make, and specifically disclaims any representation regarding compliance with the Americans American with Disabilities Act disabilities act or with any environmental protection, pollution or land use laws, rules, orders or requirements; , including solid waste (as defined by the U.S. Environmental Protection Agency environmental protection agency regulations at 40 c.f.r., part 261), or the disposal or existence existence, in or on the property, of any type or kind of hazardous substance in or on the property, such as mold/mold / fungus, radon, lead, asbestos, landfills, aldehydes/aldehydes / chemicals, pesticides, by-by products of methamphetamines, methamphetamines or storage of any type of hazardous waste or substances AND (as defined by the Comprehensive Environmental Response, Compensation, comprehensive environmental response compensation and Liability Act liability act of 1980, as amended, and regulations thereunderthere under).
Appears in 13 contracts
Samples: Performance Real Estate Sales Contract, Performance Real Estate Sales Contract, Performance Real Estate Sales Contract
Condition of Property. The property will be sold by the Seller to the Buyer on an "AS-IS, WHERE-IS and WITH ALL FAULTS" basis. Xxxxx Buyer accepts all faults and defects of the property whether known or unknown, presently existing or that may hereafter arise. Buyer acknowledges and agrees that the Seller and the Agents have not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether expressed or implied, oral or written, past, present or future, or concerning to or with respect to: (i) the value, nature, quality or condition of the property, including without limitation: lease or rent information; noise disturbances; waste and/or septic disposal systems; marked or unmarked cemeteries/burial grounds; soil results for septic disposal systems; city or well water, either availability, connectivity or purity of; timber; soil; earth; rock; caverns; sinkholes; wood destroying organisms or infestations; geology; utilities either availability or connectivity; acreage of parcel; square footage or condition of structure; any improvements; all photographs; age; any measurements; and working or non-working components; (ii) the income to be derived from the property; (iii) the suitability of the property for any and all activities and uses which buyer may conduct from there; (iv) the compliance of by the property or its operation with any laws, rules, ordinances, or regulations of any governmental authority or body; (v) the habitability, merchantability, marketability, profitability, or fitness for a particular purpose of the property; (vi) the manner or quality of the construction or materials, if any, incorporated into the property; (vii) the manner, quality, state of repair of the property; (viii) the existence of any view from the property or that any existing view will not be obstructed in the future; or (ix) any other matter with respect to the property, and specifically, without limitation, that seller has not made, does not make, and specifically disclaims any representation regarding compliance with the Americans with Disabilities Act or with any environmental protection, pollution or land use laws, rules, orders or requirements; including solid waste (as defined by the U.S. Environmental Protection Agency regulations at 40 c.f.r., part 261), or the disposal or existence of any type or kind of hazardous substance in or on the property, such as mold/fungus, radon, lead, asbestos, landfills, aldehydes/chemicals, pesticides, by-products of methamphetamines, or storage of any type of hazardous waste or substances AND as defined by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and regulations thereunder.
Appears in 11 contracts
Samples: Specific Performance Real Estate Sales Contract, Specific Performance Real Estate Sales Contract, Specific Performance Real Estate Sales Contract
Condition of Property. The property will be sold Buyer hereby acknowledges Buyer’s obligation to perform due diligence in regard to this transaction as well as the condition of the Property, and agrees that an inspection of the Property has been made by Buyer, that the purchase is based upon such inspection and such additional independent investigation as Buyer has chosen to make, and not by or through any representations made by Seller to or Agent. Buyer agrees that Buyer is acquiring the Buyer on an "AS-ISProperty “as is”, WHERE-IS and WITH ALL FAULTS" basis. Xxxxx accepts “where is”, with all faults and defects of the property defects, latent and patent, whether known or known, unknown, presently existing disclosed, or that may hereafter arise. undisclosed by Seller, and Buyer acknowledges and agrees that the Seller and the Agents have has not made, does not make make, and Seller hereby specifically negates and disclaims any representations, warranties, promises, covenants, agreements agreements, or guarantees guaranties of any kind or character whatsoever, whether expressed or implied, oral or written, past, present present, or future, or of, as to, concerning to or with respect to: to (ia) the valuehabitability, naturemerchantability, quality or condition fitness of a particular purpose of the property, including without limitation: lease Property or rent information; noise disturbances; waste and/or septic disposal systems; marked or unmarked cemeteries/burial grounds; soil results for septic disposal systems; city or well water, either availability, connectivity or purity of; timber; soil; earth; rock; caverns; sinkholes; wood destroying organisms or infestations; geology; utilities either availability or connectivity; acreage of parcel; square footage or condition of structure; any improvements; all photographs; age; any measurements; and working or non-working componentspart thereof; (ii) the income to be derived from the property; (iii) the suitability of the property for any and all activities and uses which buyer may conduct from there; (ivb) the compliance of or by the property Property or its operation with any laws, rules, ordinances, or regulations of any governmental authority or bodybody having jurisdiction including, without limitation, all applicable zoning laws or other land use regulations including those, without limitation, permitting and certificates of occupancy; (vc) the habitabilitynature, quality, or condition of the Property, including, without limitation, water, soil, and geology, or the presence or absence of any pollutant, mold, lead-based paint, radon, hazardous or toxic substance or material, hazardous or solid waste, termites or other wood destroying organism or any other type of insects, underground or above ground storage tank system, or any other contamination or environmental condition on, in, under, or about the Property; (d) the suitability of the Property for any and all activities and uses which Buyer may intend to conduct thereon; (e) any income to be derived from the Property; (f) the marketability, merchantability, marketabilityage, profitabilityquality, state of repair, or fitness for a particular purpose of the property; (vi) the manner any items of personal Property that may or quality of the construction or materials, if any, incorporated into the property; (vii) the manner, quality, state of repair of the property; (viii) the existence of any view from the property or that any existing view will may not be obstructed in located upon the future; or (ix) any other matter with respect to the propertyProperty, and specificallyincluding, without limitation, that seller has not madeany HVAC, does not makecooking, and specifically disclaims any representation regarding compliance with the Americans with Disabilities Act or with any environmental protectionrefrigerating, pollution or land use lawsdishwashing, rules, orders or requirements; including solid waste (as defined by the U.S. Environmental Protection Agency regulations at 40 c.f.r., part 261)plumbing, or the disposal electrical apparatus or existence of any type equipment boilers, engines, motors, generating equipment, piping or kind of hazardous substance plumbing fixtures, underground or above ground storage tank systems, ventilating or vacuum cleaning systems, irrigation systems, fire alarms, fire extinguishing apparatus, security systems, telephone systems, telephone jacks, cable jacks, gas and electric fixtures, elevators, mantels, built-in mirrors, screens, storm sashes, awnings, carpeting, under padding or on the property, such as mold/fungus, radon, lead, asbestos, landfills, aldehydes/chemicals, pesticides, by-products of methamphetamines, or storage of any type of hazardous waste or substances AND as defined by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and regulations thereunder.drapes; or
Appears in 7 contracts
Samples: Auction Sales Contract, Auction Sales Contract, Auction Sales Contract
Condition of Property. The property will be sold by the Seller to the Buyer on an "AS-IS, WHERE-IS and WITH ALL FAULTS" basis. Xxxxx accepts all faults and defects of the property whether known or unknown, presently existing or that may hereafter arise. Buyer (a) Purchaser acknowledges and agrees that the Seller and the Agents have has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements agreements, or guarantees guaranties of any kind or character whatsoever, whether expressed or implied, oral or written, past, present or futurefuture (other than as expressly provided by this Agreement) of, or as to, concerning to or with respect to: (i) the value, nature, quality or condition of the property, including without limitation: lease or rent information; noise disturbances; waste and/or septic disposal systems; marked or unmarked cemeteries/burial grounds; soil results for septic disposal systems; city or well water, either availability, connectivity or purity of; timber; soil; earth; rock; caverns; sinkholes; wood destroying organisms or infestations; geology; utilities either availability or connectivity; acreage of parcel; square footage or condition of structure; any improvements; all photographs; age; any measurements; and working or non-working componentsImprovements; (ii) the income to be derived from the propertyPersonal Property; (iii) the suitability of the property for any and all activities and uses which buyer may conduct from thereIntangible Property; (iv) the compliance value of by the property or its operation with any lawsProperty, rulesthe financial condition of the Property, ordinancesthe income potential of the Property, and/or the revenues and expenses generated by, or regulations of any governmental authority associated with, the Property or bodyotherwise relating to the Property; (v) the habitability, merchantability, marketability, profitability, or fitness for a particular purpose matters of the propertytitle; (vi) the manner nature, condition or quality of the construction or materials, if any, incorporated into the property; (vii) the manner, quality, state of repair of the propertyProperty, including, without limitation, the water, soil, air (including air quality), and geology (including, without limitation, geological conditions, including, but not limited to, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water and earthquake faults and the resulting damage or past and/or future earthquakes); (vii) whether, and to the extent to which, the Property or any portion thereof is affected by any stream (surface or underground), body of water, flood prone areas, flood plain, floodway or special flood hazard; (viii) any environmental matters or conditions relating to the Property, including, without limitation: (A) the compliance of the Property with Environmental Requirements (as hereinafter defined); and (B) whether any environmental conditions may exist in, on, upon, under, above, or in the vicinity of the Property, including, without limitation, whether radon, asbestos, other Hazardous Materials (as hereinafter defined) or other toxic substances are present in, on, upon, under, above, or in the vicinity of the Property or pertaining to the extent, location or nature of same; (ix) drainage; (x) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any view from under-shoring; (xi) the property availability of any utilities to the Property or that any existing view will not be obstructed in portion thereof including, without limitation, water, sewage, gas and electric; (xii) the futureusages of adjoining property; (xiii) access to the Property or any portion thereof; (ixxiv) the compliance with the plans and specifications of the Property; (xv) the size, location, age, use, design, quality, description, suitability, structural integrity, operation, or physical condition of the Property or any portion thereof; (xvi) any liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof; (xvii) the condition or use of the Property or compliance of the Property with any or all past, present or future federal, state or local laws, rules, regulations, codes or ordinances (including, without limitation, any applicable zoning, building, fire or development laws, rules, regulations, codes or ordinances) applicable to the Property; (xviii) the existence or non-existence of underground storage tanks; (xix) any other matter with respect affecting the stability or integrity of the Property; (xx) the potential for further development of the Property; (xxi) the existence of vested land use, zoning or building entitlements affecting the Property; (xxii) the merchantability of the Property or fitness or suitability of the Property for any particular purpose or use (Purchaser affirming that Purchaser has not relied on Seller's skill or judgment to select or furnish the propertyProperty for any particular purpose or use, and specificallythat Seller makes no warranty that the Property is fit or suitable for any particular purpose or use); (xxiii) tax consequences (including, without limitation, that seller the amount of, use of, or provisions relating to any tax credits); (xxiv) any other fact or condition which has or might affect the Property or the condition, state of repair, compliance, value, expense of operation or income potential of the Property or any portion thereof; or (xxv) the transactions contemplated by this Agreement. Additionally, Purchaser hereby acknowledges that, except for the representations expressly set forth in Paragraph 6(a), Purchaser has not relied upon, and will not rely upon, either directly or indirectly, any information, representation or warranty of Seller, any of the other Seller Parties (as defined in Paragraph 7(d) below), and/or CBRE, Inc. ("Seller's Broker"), including, without limitation, the Due Diligence Materials (as defined below), and Purchaser further acknowledges that no such representations or warranties have been made, and Seller does not make, and specifically hereby expressly disclaims, any representation or warranty as to (i) the truth, accuracy or completeness of any materials, data or other information supplied to Purchaser (including, without limitation, the Due Diligence Materials) (e.g., that such materials are complete, accurate or the final version thereof, or that such materials are all of such materials as are in Seller's possession), and (ii) the methodology of preparation or otherwise concerning the contents of such materials, data and other information. Except as may otherwise be expressly provided herein, it is the Parties' express understanding and agreement that such materials, data and other information are provided only for Purchaser's convenience and accommodation. Except as expressly provided herein, Purchaser expressly disclaims any representation regarding compliance intent to rely on any such materials, data and information provided to it and agrees that it shall rely solely on its own independently developed or verified information. Further to the foregoing, Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except for Seller's representations and warranties in this Agreement (during the period the same survive), it is relying solely on its own expertise and that of Purchaser's consultants in purchasing the Property. Prior to entering into this Agreement, Purchaser had the opportunity to conduct Purchaser's own due diligence and investigations with respect to the Property and other related matters determined by Purchaser. Purchaser's obligations under this Agreement are not contingent on any further due diligence and/or investigation. Further Purchaser acknowledges that, except for Seller's representations and warranties in this Agreement (during the period the same survive), it shall rely solely on its own independent investigations and inspections of the Property, which have all been completed to date. Upon Closing, Purchaser shall assume the risk that adverse matters, including but not limited, adverse physical and environmental conditions, may not have been revealed by Purchaser's inspections and investigations. Purchaser acknowledges and agrees that upon Closing, Seller shall sell and convey to Purchaser and (except for Seller's representations and warranties expressly made in this Agreement, during the period the same survive) Purchaser shall accept the Property on an "AS IS, WHERE IS" and "WITH ALL FAULTS" basis. Purchaser further acknowledges and agrees that there are no oral agreements, warranties or representations, collateral to or affecting the Property by Seller or any of the other Seller Parties. Seller is not liable or bound in any manner by any oral or written statements, representations, or information pertaining to the Property furnished by Seller's Broker or any other real estate broker, agent, employee, servant or other person, unless the same are specifically set forth or referred to in this Agreement. Purchaser acknowledges that the Purchase Price reflects the "as is" nature of this sale and any faults, liabilities, defects or other adverse matters that may be associated with the Americans Property. Purchaser has fully reviewed the disclaimers, waivers, releases and relinquishments set forth in this Agreement with Disabilities Act or with any environmental protection, pollution or land use laws, rules, orders or requirements; including solid waste (as defined by its counsel and understands the U.S. Environmental Protection Agency regulations at 40 c.f.rsignificance and effect thereof., part 261), or the disposal or existence of any type or kind of hazardous substance in or on the property, such as mold/fungus, radon, lead, asbestos, landfills, aldehydes/chemicals, pesticides, by-products of methamphetamines, or storage of any type of hazardous waste or substances AND as defined by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and regulations thereunder.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (MVP REIT, Inc.), Purchase and Sale Agreement (MVP REIT II, Inc.)
Condition of Property. The property will be sold Buyer hereby acknowledges Xxxxx’s obligation to perform due diligence in regard to this transaction as well as the condition of the Property, and agrees that an inspection of the Property has been made by Buyer, that the purchase is based upon such inspection and such additional independent investigation as Xxxxx has chosen to make, and not by or through any representations made by Seller to or Agent. Buyer agrees that Buyer is acquiring the Buyer on an "AS-ISProperty “as is”, WHERE-IS and WITH ALL FAULTS" basis. Xxxxx accepts “where is”, with all faults and defects of the property defects, latent and patent, whether known or known, unknown, presently existing disclosed, or that may hereafter arise. Buyer undisclosed by Seller, and Xxxxx acknowledges and agrees that the Seller and the Agents have has not made, does not make make, and Seller hereby specifically negates and disclaims any representations, warranties, promises, covenants, agreements agreements, or guarantees guaranties of any kind or character whatsoever, whether expressed or implied, oral or written, past, present present, or future, or of, as to, concerning to or with respect to: to (ia) the valuehabitability, naturemerchantability, quality or condition fitness of a particular purpose of the property, including without limitation: lease Property or rent information; noise disturbances; waste and/or septic disposal systems; marked or unmarked cemeteries/burial grounds; soil results for septic disposal systems; city or well water, either availability, connectivity or purity of; timber; soil; earth; rock; caverns; sinkholes; wood destroying organisms or infestations; geology; utilities either availability or connectivity; acreage of parcel; square footage or condition of structure; any improvements; all photographs; age; any measurements; and working or non-working componentspart thereof; (ii) the income to be derived from the property; (iii) the suitability of the property for any and all activities and uses which buyer may conduct from there; (ivb) the compliance of or by the property Property or its operation with any laws, rules, ordinances, or regulations of any governmental authority or bodybody having jurisdiction including, without limitation, all applicable zoning laws or other land use regulations including those, without limitation, permitting and certificates of occupancy; (vc) the habitabilitynature, quality, or condition of the Property, including, without limitation, water, soil, and geology, or the presence or absence of any pollutant, mold, lead-based paint, radon, hazardous or toxic substance or material, hazardous or solid waste, termites or other wood destroying organism or any other type of insects, underground or above ground storage tank system, or any other contamination or environmental condition on, in, under, or about the Property; (d) the suitability of the Property for any and all activities and uses which Buyer may intend to conduct thereon; (e) any income to be derived from the Property; (f) the marketability, merchantability, marketabilityage, profitabilityquality, state of repair, or fitness for a particular purpose of the property; (vi) the manner any items of personal Property that may or quality of the construction or materials, if any, incorporated into the property; (vii) the manner, quality, state of repair of the property; (viii) the existence of any view from the property or that any existing view will may not be obstructed in located upon the future; or (ix) any other matter with respect to the propertyProperty, and specificallyincluding, without limitation, that seller has not madeany HVAC, does not makecooking, and specifically disclaims any representation regarding compliance with the Americans with Disabilities Act or with any environmental protectionrefrigerating, pollution or land use lawsdishwashing, rules, orders or requirements; including solid waste (as defined by the U.S. Environmental Protection Agency regulations at 40 c.f.r., part 261)plumbing, or the disposal electrical apparatus or existence of any type equipment boilers, engines, motors, generating equipment, piping or kind of hazardous substance plumbing fixtures, underground or above ground storage tank systems, ventilating or vacuum cleaning systems, irrigation systems, fire alarms, fire extinguishing apparatus, security systems, telephone systems, telephone jacks, cable jacks, gas and electric fixtures, elevators, mantels, built-in mirrors, screens, storm sashes, awnings, carpeting, under padding or on the property, such as mold/fungus, radon, lead, asbestos, landfills, aldehydes/chemicals, pesticides, by-products of methamphetamines, or storage of any type of hazardous waste or substances AND as defined by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and regulations thereunder.drapes; or
Appears in 2 contracts
Samples: Auction Sales Contract, Auction Sales Contract
Condition of Property. The property will be sold by the Seller to the Buyer on an "AS-IS, WHERE-IS and WITH ALL FAULTS" basis. Xxxxx accepts all faults and defects of the property whether known or unknown, presently existing or that may hereafter arise. Buyer acknowledges and agrees that except for the express representations made by Seller in this Agreement or in any document provided at Closing, Buyer shall accept the Property in “AS IS, WHERE IS CONDITION, WITH ALL FAULTS.” Except for the express representations made by Seller in this Agreement or in any document provided at Closing, Buyer hereby acknowledges that it shall not be entitled to, and the Agents have not made, does not make and specifically negates and disclaims any representationswill not, warranties, promises, covenants, agreements rely on Seller or guarantees of any kind or character whatsoever, whether expressed or implied, oral or written, past, present or future, or concerning its agents as to or with respect to: (i) the valuequality, nature, quality adequacy or physical condition of the propertyProperty including, including without limitation: lease but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities or rent information; noise disturbances; waste and/or septic disposal the electrical, mechanical, HVAC, plumbing, sewage or utility systems; marked , facilities or unmarked cemeteries/burial grounds; soil results for septic disposal systems; city or well waterappliances at the Property, either availability, connectivity or purity of; timber; soil; earth; rock; caverns; sinkholes; wood destroying organisms or infestations; geology; utilities either availability or connectivity; acreage of parcel; square footage or condition of structure; any improvements; all photographs; age; any measurements; and working or non-working componentsif any; (ii) the income to be derived from quality, nature, adequacy or physical condition of soils or ground water at the property; Property, (iii) the suitability existence, quality, nature, adequacy or physical condition of the property for any and all activities and uses which buyer may conduct from thereutilities serving the Property; (iv) the compliance development potential of by the property or its operation with Property for any laws, rules, ordinances, or regulations of any governmental authority or bodyparticular purpose; (v) the habitability, merchantability, marketability, profitability, zoning or fitness for a particular purpose other legal status of the propertyProperty; (vi) the manner Property or quality its respective operations’ compliance with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions or restrictions of the construction any governmental or materials, if any, incorporated into the propertyquasi- governmental entity or of any other person or entity; (vii) the manner, quality, state quality of repair of any labor or material relating in any way to the propertyProperty; (viii) except as otherwise set forth in this Agreement, the existence condition of title to the Property or the nature, status and extent of any view from recorded right, encumbrance, license, reservations, covenant, condition, restriction or any other matter affecting title to the property Property; (ix) intentionally omitted; (x) the presence of any underground or that any existing view will not be obstructed in the futureaboveground tanks, pits, sumps, drums or other containers; or (ixxi) the existence or nature of any other matter with respect to environmental condition(s) at the propertyProperty involving any and all hazardous or toxic materials, and specificallysubstances, pollutants, contaminants or waste currently defined as a “hazardous waste”, “hazardous substance”, “toxic substance”, “waste”, “pollutant”, “contaminant” or any word of similar import under any Environmental Laws, including, without limitation, that seller has not madeoil, does not make, and specifically disclaims any representation regarding compliance with the Americans with Disabilities Act or with any environmental protection, pollution or land use laws, rules, orders or requirements; including solid waste (as defined by the U.S. Environmental Protection Agency regulations at 40 c.f.r., part 261)petroleum, or the disposal any petroleum derived substance or existence of any type waste, microbial matter, asbestos or kind of hazardous substance in or on the propertyasbestos-containing materials, such as mold/fungusPCBs, radonexplosives, leadradioactive materials, asbestos, landfills, aldehydes/chemicals, pesticides, by-products of methamphetaminesdioxins, or storage of any type of hazardous waste or substances AND as defined by urea formaldehyde insulation (collectively, “Hazardous Substances”). As used herein, “Environmental Laws” shall include, without limitation, the Comprehensive Environmental Response, Compensation, Compensation and Liability Act of 1980Act, as amended, 42 U.S.C. § 9601, et seq., the Resource Conservation and regulations thereunderRecovery Act, 42 U.S.C. § 6901, et seq., the Clean Air Act, 42 U.S.C. § 7401, et seq., the Clean Water Act, 33 U.S.C. § 1251, et seq., the Toxic Substance Control Act, 15 U.S.C. § 2601, et seq., and the Occupational Safety and Health Act, 29 U.S.C. § 651, et seq., as any of the preceding have been amended prior to the date hereof, and any other federal, state, or local law, ordinance, regulation, rule, order, decision or permit relating to the protection of the environment or of human health from environmental effects of Hazardous Substances and which are applicable to the Property. The restrictions contained herein are acknowledged to touch and concern the land, are intended to run with the Property and shall survive the Closing and delivery of the deed hereunder for a period of twelve (12) months. BUYER ACKNOWLEDGES THAT BUYER HAS RELIED AND WILL BE RELYING ON ITS OWN DUE DILIGENCE REVIEW IN PURCHASING THE PROPERTY, INCLUDING PHYSICAL INSPECTIONS OF THE PROPERTY, AND THAT THE SAME IS BEING PURCHASED SOLELY IN RELIANCE UPON SUCH DUE DILIGENCE REVIEW, AND FURTHER ACKNOWLEDGES THAT NEITHER SELLER NOR ANY OTHER PERSON OR ENTITY ACTING ON BEHALF OF SELLER HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, HABITABILITY, OR FITNESS FOR ANY PURPOSE, HAVE BEEN MADE OR WILL BE MADE BY OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY OR THE PHYSICAL CONDITION THEREOF.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
Condition of Property. The property will be sold by the Seller to the Buyer on an "AS-IS, WHERE-IS and WITH ALL FAULTS" basis. Xxxxx accepts all faults and defects of the property whether known or unknown, presently existing or that may hereafter arise. Buyer acknowledges and agrees that the Seller and the Agents have not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether expressed or implied, oral or written, past, present or future, or concerning to or with respect to: (i) the value, nature, quality or condition of the property, including without limitation: lease or rent information; noise disturbances; waste and/or septic disposal systems; marked or unmarked cemeteries/burial grounds; soil results for septic disposal systems; city or well water, either availability, connectivity or purity of; timber; soil; earth; rock; caverns; sinkholes; wood destroying organisms or infestations; geology; utilities either availability or connectivity; acreage of parcel; square footage or condition of structure; any improvements; all photographs; age; any measurements; and working or non-working components; (ii) the income to be derived from the property; (iii) the suitability of the property for any and all activities and uses which buyer may conduct from there; (iv) the compliance of by the property or its operation with any laws, rules, ordinances, or regulations of any governmental authority or body; (v) the habitability, merchantability, marketability, profitability, or fitness for a particular purpose of the property; (vi) the manner or quality of the construction or materials, if any, incorporated into the property; (vii) the manner, quality, state of repair of the property; (viii) the existence of any view from the property or that any existing view will not be obstructed in the future; or (ix) any other matter with respect to the property, and specifically, without limitation, that seller has not made, does not make, and specifically disclaims any representation regarding compliance with the Americans with Disabilities Act or with any environmental protection, pollution or land use laws, rules, orders or requirements; including solid waste (as defined by the U.S. Environmental Protection Agency regulations at 40 c.f.r., part 261), or the disposal or existence of any type or kind of hazardous substance in or on the property, such as mold/fungus, radon, lead, asbestos, landfills, aldehydes/chemicals, pesticides, by-products of methamphetamines, or storage of any type of hazardous waste or substances AND as defined by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and regulations thereunder. Neither the Seller nor Xxxxxx Auction & Realty, LLC make any representations or warranties of any kind in regard to the accessibility and usability of the property.
Appears in 1 contract
Condition of Property. The property will be sold by the Seller seller to the Buyer buyer on an "AS-IS, WHEREHOW-IS and WITH ALL FAULTS" basis. Xxxxx accepts all faults and defects of the property whether known or unknown, presently existing or that may hereafter arise. Buyer acknowledges and agrees that the Seller seller and the Agents have not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether expressed or implied, oral or written, past, present or future, or or, as to, concerning to or with respect to: (i) the value, nature, quality or condition of the property, including without limitation: ; lease or rent information; , noise disturbances; , waste and/or and or septic disposal systems; , marked or unmarked cemeteries/cemeteries / burial grounds; , soil results for septic disposal systems; , city or well water, water either availability, connectivity availability and or connected or purity of; , timber; , soil; , earth; , rock; , caverns; , sinkholes; , wood destroying organisms or infestations; , geology; , utilities either availability connected or connectivity; availability, acreage of parcel; square , sq. footage or condition of structure; , any improvements; improvements and all photographs; , age; , any measurements; measurements and working or non-non working components; (ii) the income to be derived from the property; (iii) the suitability of the property for any and all activities and uses which buyer may conduct from therethere from; (iv) the compliance of or by the property or its operation with any laws, rules, ordinances, ordinances or regulations of any governmental authority or body; (v) the habitability, merchantability, marketability, profitability, profitability or fitness for a particular purpose of the property; (vi) the manner or quality of the construction or materials, if any, incorporated into the property; (vii) the manner, quality, state of repair of the property; (viii) the existence of any view from the property or that any existing view will not be obstructed in the future; or (ix) any other matter with respect to the property, and specifically, without limitation, that seller has not made, does not make, and specifically disclaims any representation regarding compliance with the Americans American with Disabilities Act disabilities act or with any environmental protection, pollution or land use laws, rules, orders or requirements; , including solid waste (as defined by the U.S. Environmental Protection Agency environmental protection agency regulations at 40 c.f.r., part 261), or the disposal or existence existence, in or on the property, of any type or kind of hazardous substance in or on the property, such as mold/mold / fungus, radon, lead, asbestos, landfills, aldehydes/aldehydes / chemicals, pesticides, by-by products of methamphetamines, methamphetamines or storage of any type of hazardous waste or substances AND (as defined by the Comprehensive Environmental Response, Compensation, comprehensive environmental response compensation and Liability Act liability act of 1980, as amended, and regulations thereunderthere under).
Appears in 1 contract
Condition of Property. The property will be sold by the Seller seller to the Buyer buyer on an "AS-IS, WHEREHOW-IS and WITH ALL FAULTS" basis. Xxxxx accepts all faults and defects of the property whether known or unknown, presently existing or that may hereafter arise. Buyer acknowledges and agrees that the Seller seller and the Agents have not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether expressed or implied, oral or written, past, present or future, or or, as to, concerning to or with respect to: (i) the value, nature, quality or condition of the property, including without limitation: ; lease or rent information; , noise disturbances; , waste and/or and or septic disposal systems; , marked or unmarked cemeteries/cemeteries / burial grounds; , soil results for septic disposal systems; , city or well water, water either availability, connectivity availability and or connected or purity of; of , timber; , soil; , earth; , rock; , caverns; , sinkholes; , wood destroying organisms or infestations; , geology; , utilities either availability connected or connectivity; availability, acreage of parcel; square , sq. footage or condition of structure; , any improvements; improvements and all photographs; , age; , any measurements; measurements and working or non-non working components; (ii) the income to be derived from the property; (iii) the suitability of the property for any and all activities and uses which buyer may conduct from therethere from; (iv) the compliance of or by the property or its operation with any laws, rules, ordinances, ordinances or regulations of any governmental authority or body; (v) the habitability, merchantability, marketability, profitability, profitability or fitness for a particular purpose of the property; (vi) the manner or quality of the construction or materials, if any, incorporated into the property; (vii) the manner, quality, state of repair of the property; (viii) the existence of any view from the property or that any existing view will not be obstructed in the future; or (ix) any other matter with respect to the property, and specifically, without limitation, that seller has not made, does not make, and specifically disclaims any representation regarding compliance with the Americans American with Disabilities Act disabilities act or with any environmental protection, pollution or land use laws, rules, orders or requirements; , including solid waste (as defined by the U.S. Environmental Protection Agency environmental protection agency regulations at 40 c.f.r., part 261), or the disposal or existence existence, in or on the property, of any type or kind of hazardous substance in or on the property, such as mold/mold / fungus, radon, lead, asbestos, landfills, aldehydes/aldehydes / chemicals, pesticides, by-by products of methamphetamines, methamphetamines or storage of any type of hazardous waste or substances AND (as defined by the Comprehensive Environmental Response, Compensation, comprehensive environmental response compensation and Liability Act liability act of 1980, as amended, and regulations thereunderthere under).
Appears in 1 contract
Condition of Property. The property will be sold Buyer hereby acknowledges Xxxxx’s obligation to perform due diligence in regard to this transaction as well as the condition of the Property, and agrees that an inspection of the Property has been made by Buyer, that the purchase is based upon such inspection and such additional independent investigation as Xxxxx has chosen to make, and not by or through any representations made by Seller to or Agent. Buyer agrees that Buyer is acquiring the Buyer on an "AS-ISProperty “as is”, WHERE-IS and WITH ALL FAULTS" basis. Xxxxx accepts “where is”, with all faults and defects of the property defects, latent and patent, whether known or known, unknown, presently existing disclosed, or that may hereafter arise. Buyer undisclosed by Seller, and Xxxxx acknowledges and agrees that the Seller and the Agents have has not made, does not make make, and Seller hereby specifically negates and disclaims any representations, warranties, promises, covenants, agreements agreements,or guarantees guaranties of any kind or character whatsoever, whether expressed or implied, oral or written, past, present present, or future, or of, as to, concerning to or with respect to: to (ia) the valuehabitability, naturemerchantability, quality or condition fitness of a particular purpose of the property, including without limitation: lease Property or rent information; noise disturbances; waste and/or septic disposal systems; marked or unmarked cemeteries/burial grounds; soil results for septic disposal systems; city or well water, either availability, connectivity or purity of; timber; soil; earth; rock; caverns; sinkholes; wood destroying organisms or infestations; geology; utilities either availability or connectivity; acreage of parcel; square footage or condition of structure; any improvements; all photographs; age; any measurements; and working or non-working componentspart thereof; (ii) the income to be derived from the property; (iii) the suitability of the property for any and all activities and uses which buyer may conduct from there; (ivb) the compliance of or by the property Property or its operation with any laws, rules, ordinances, or regulations of any governmental authority or bodybody having jurisdiction including, without limitation, all applicable zoning laws or other land use regulations including those, without limitation, permitting and certificates of occupancy; (vc) the habitabilitynature, quality, or condition of the Property, including, without limitation, water, soil, and geology, or the presence or absence of any pollutant, mold, lead-based paint, radon, hazardous or toxic substance or material, hazardous or solid waste, termites or other wood destroying organism or any other type of insects, underground or above ground storage tank system, or any other contamination or environmental condition on, in, under, or about the Property; (d) the suitability of the Property for any and all activities and uses which Buyer may intend to conduct thereon; € any income to be derived from the Property; (f) the marketability, merchantability, marketabilityage, profitabilityquality, state of repair, or fitness for a particular purpose of the property; (vi) the manner any items of personal Property that may or quality of the construction or materials, if any, incorporated into the property; (vii) the manner, quality, state of repair of the property; (viii) the existence of any view from the property or that any existing view will may not be obstructed located upon the Property, including, without limitation, any HVAC, cooking, refrigerating, dishwashing, plumbing, or electrical apparatus or equipment boilers, engines, motors, generating equipment, piping or plumbing fixtures, underground or above ground storage tank systems, ventilating or vacuum cleaning systems, irrigation systems, fire alarms, fire extinguishing apparatus, security systems, telephone systems, telephone jacks, cable jacks, gas and electric fixtures, elevators, mantels, built-in the futuremirrors, screens, storm sashes, awnings, carpeting, under padding or drapes, (g) any personal property remaining after closing will be considered abandoned; or (ixH) any other matter related to or concerning the Property or any items of personal property which may or may not be located thereon. Buyer shall not seek recourse against Seller on account of any loss, cost, or expense suffered or incurred by Xxxxx with respect regard to any of the matters described in above and hereby assumes the risk of any adverse matters related to the propertymatters described above from and after the date of closing. In addition, and specificallywithout limiting the foregoing, Seller specifically makes no representations as to the existence, suitability, or the working condition of, of any system including but not limited to electric, gas, water, (public or well), septic (public or private), cable, internet, or the status of any available permits or approvals related thereto. Buyer hereby expressly waives any and all claims for damages or rescission of this contract due to any representations made by Seller or Agent, except such representations as may be contained in this contract. THE PROPERTY SHALL BE TRANSFERRED TO AND ACCEPTED BY ANY BUYER IN AS-IS CONDITION WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY CONTAINED HEREIN AND FREE OF ANY AND ALL LIENS, ENCUMBRANCES, SECURITY AGREEMENTS OR OTHER FINANCING DEVICES, EXCEPT AS EXPRESSLY ALLOWED HEREIN. Seller and Agent each makes no representations or warranties of any kind as to the suitability of the Property for any purpose whatsoever or as to the physical condition thereof (including, without limitation, environmental condition) or otherwise. It is expected that seller has not made, does not makeBuyer will rely on its own inspection to determine the condition of the Property, and specifically disclaims will not rely on any statement or representation regarding compliance with the Americans with Disabilities Act of Seller, or with any environmental protection, pollution or land use laws, rules, orders or requirements; Seller’s agents (including solid waste (as defined by the U.S. Environmental Protection Agency regulations at 40 c.f.r., part 261Agent), representatives or consultants with respect thereto. Xxxxx agrees to accept the disposal or existence Property without recourse against Seller of any type kind under applicable laws and regulations. By acceptance of the deed to the Property, Xxxxx shall have released and waived any claim against or kind rights of hazardous substance in contribution against Seller or on Agent under any Environmental Law for environmental conditions at the propertyProperty that may exist as of the closing date and such release and waiver shall survive the closing and the transfer of title to the Real Property. For purposes hereof, such as mold/fungus“Environmental Laws” includes, radonwithout limitation, lead, asbestos, landfills, aldehydes/chemicals, pesticides, by-products of methamphetamines, or storage of any type of hazardous waste or substances AND as defined by the Comprehensive Environmental Response, Compensation, Compensation and Liability Act of 1980, as amendedamended (42 U.S.C. § 9601, et. Seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. § 108, et. Seq.), the Resource Conservation and regulations thereunderRecovery Act, as amended (42. U.S.C. § 6901, et. Seq.), the Toxic Substances Control Act, as amended (15 U.S.C. § 2601, et seq.), the Clean Water Act, as amended (33 U.S.C. § 1251, et. Seq.), and/or any corresponding state law and the regulations, rules, ordinances, decisions, orders, or determinations of a judicial or governmental entity.”
Appears in 1 contract
Samples: Sales Contract
Condition of Property. The property will be sold by the Seller seller to the Buyer buyer on an "AS-IS, WHEREHOW-IS and WITH ALL FAULTS" basis. Xxxxx Buyer accepts all faults and defects of the property whether known or unknown, presently existing or that may hereafter arise. Buyer acknowledges and agrees that the Seller seller and the Agents have not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether expressed or implied, oral or written, past, present or future, or or, as to, concerning to or with respect to: (i) the value, nature, quality or condition of the property, including without limitation: ; lease or rent information; , noise disturbances; , waste and/or septic disposal systems; marked or unmarked cemeteries/burial grounds; soil results for septic disposal systems; , city or well water, water either availability, connectivity availability and or connected or purity of; of , timber; , soil; , earth; , rock; , caverns; , sinkholes; , wood destroying organisms or infestations; , geology; , utilities either availability connected or connectivity; availability, acreage of parcel; square , sq. footage or condition of structure; , any improvements; improvements and all photographs; , age; , any measurements; measurements and working or non-non working components; (ii) the income to be derived from the property; (iii) the suitability of the property for any and all activities and uses which buyer may conduct from therethere from; (iv) the compliance of or by the property or its operation with any laws, rules, ordinances, ordinances or regulations of any governmental authority or body; (v) the habitability, merchantability, marketability, profitability, profitability or fitness for a particular purpose of the property; (vi) the manner or quality of the construction or materials, if any, incorporated into the property; (vii) the manner, quality, state of repair of the property; (viii) the existence of any view from the property or that any existing view will not be obstructed in the future; or (ix) any other matter with respect to the property, and specifically, without limitation, that seller has not made, does not make, and specifically disclaims any representation regarding compliance with the Americans American with Disabilities Act disabilities act or with any environmental protection, pollution or land use laws, rules, orders or requirements; , including solid waste (as defined by the U.S. Environmental Protection Agency environmental protection agency regulations at 40 c.f.r., part 261), or the disposal or existence existence, in or on the property, of any type or kind of hazardous substance in or on the property, such as mold/mold / fungus, radon, lead, asbestos, landfills, aldehydes/aldehydes / chemicals, pesticides, by-by products of methamphetamines, methamphetamines or storage of any type of hazardous waste or substances AND (as defined by the Comprehensive Environmental Response, Compensation, comprehensive environmental response compensation and Liability Act liability act of 1980, as amended, and regulations thereunderthere under).
Appears in 1 contract
Condition of Property. The property will be sold Buyer hereby acknowledges Xxxxx’s obligation to perform due diligence in regard to this transaction as well as the condition of the Property, and agrees that an inspection of the Property has been made by Buyer, that the purchase is based upon such inspection and such additional independent investigation as Xxxxx has chosen to make, and not by or through any representations made by Seller to the Buyer on an "AS-IS, WHERE-IS and WITH ALL FAULTS" basisor Agent. Xxxxx accepts agrees that Xxxxx is acquiring the Property “as is”, “where is”, with all faults and defects of the property defects, latent and patent, whether known or known, unknown, presently existing disclosed, or that may hereafter arise. Buyer undisclosed by Xxxxxx, and Xxxxx acknowledges and agrees that the Seller and the Agents have has not made, does not make make, and Seller hereby specifically negates and disclaims any representations, warranties, promises, covenants, agreements agreements, or guarantees guaranties of any kind or character whatsoever, whether expressed or implied, oral or written, past, present present, or future, or of, as to, concerning to or with respect to: to (ia) the valuehabitability, naturemerchantability, quality or condition fitness of a particular purpose of the property, including without limitation: lease Property or rent information; noise disturbances; waste and/or septic disposal systems; marked or unmarked cemeteries/burial grounds; soil results for septic disposal systems; city or well water, either availability, connectivity or purity of; timber; soil; earth; rock; caverns; sinkholes; wood destroying organisms or infestations; geology; utilities either availability or connectivity; acreage of parcel; square footage or condition of structure; any improvements; all photographs; age; any measurements; and working or non-working componentspart thereof; (ii) the income to be derived from the property; (iii) the suitability of the property for any and all activities and uses which buyer may conduct from there; (ivb) the compliance of or by the property Property or its operation with any laws, rules, ordinances, or regulations of any governmental authority or bodybody having jurisdiction including, without limitation, all applicable zoning laws or other land use regulations including those, without limitation, permitting and certificates of occupancy; (vc) the habitabilitynature, quality, or condition of the Property, including, without limitation, water, soil, and geology, or the presence or absence of any pollutant, mold, lead-based paint, radon, hazardous or toxic substance or material, hazardous or solid waste, termites or other wood destroying organism or any other type of insects, underground or above ground storage tank system, or any other contamination or environmental condition on, in, under, or about the Property; (d) the suitability of the Property for any and all activities and uses which Buyer may intend to conduct thereon; (e) any income to be derived from the Property; (f) the marketability, merchantability, marketabilityage, profitabilityquality, state of repair, or fitness for a particular purpose of the property; (vi) the manner any items of personal Property that may or quality of the construction or materials, if any, incorporated into the property; (vii) the manner, quality, state of repair of the property; (viii) the existence of any view from the property or that any existing view will may not be obstructed in located upon the future; or (ix) any other matter with respect to the propertyProperty, and specificallyincluding, without limitation, that seller has not madeany HVAC, does not makecooking, and specifically disclaims any representation regarding compliance with the Americans with Disabilities Act or with any environmental protectionrefrigerating, pollution or land use lawsdishwashing, rules, orders or requirements; including solid waste (as defined by the U.S. Environmental Protection Agency regulations at 40 c.f.r., part 261)plumbing, or the disposal electrical apparatus or existence of any type equipment boilers, engines, motors, generating equipment, piping or kind of hazardous substance plumbing fixtures, underground or above ground storage tank systems, ventilating or vacuum cleaning systems, irrigation systems, fire alarms, fire extinguishing apparatus, security systems, telephone systems, telephone jacks, cable jacks, gas and electric fixtures, elevators, mantels, built-in mirrors, screens, storm sashes, awnings, carpeting, under padding or on the property, such as mold/fungus, radon, lead, asbestos, landfills, aldehydes/chemicals, pesticides, by-products of methamphetamines, or storage of any type of hazardous waste or substances AND as defined by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and regulations thereunder.drapes; or
Appears in 1 contract
Samples: Sample Sales Contract
Condition of Property. The property will be sold by the Seller to the Buyer on an "AS-ISExcept as otherwise expressly set forth in this Agreement, WHERE-IS and WITH ALL FAULTS" basis. Xxxxx accepts all faults and defects of the property whether known or unknown, presently existing or that may hereafter arise. Buyer Purchaser acknowledges and agrees that (i) it is purchasing the Subject Interests based solely upon its own inspections and investigations of the Property, (ii) it accepts the Property in its “as is”, “where is” and “how is” condition as of the Closing Date, with all faults, and (iii) neither Seller, nor anyone on behalf of Seller, have made any representations or warranties, express or implied, about the Property, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose. Without limiting the generality of this Section 25, except as otherwise expressly set forth in this Agreement, Purchaser acknowledges that Seller and the Agents have not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements representation or guarantees of any kind or character whatsoever, whether expressed or implied, oral or written, past, present or future, or concerning to or warranty with respect regard to: (i1) the value, natureprofitability, quality development potential, marketability, or condition leasing of the property, including without limitation: lease or rent information; noise disturbances; waste and/or septic disposal systems; marked or unmarked cemeteries/burial grounds; soil results for septic disposal systems; city or well water, either availability, connectivity or purity of; timber; soil; earth; rock; caverns; sinkholes; wood destroying organisms or infestations; geology; utilities either availability or connectivity; acreage of parcel; square footage or condition of structure; any improvements; all photographs; age; any measurements; and working or non-working componentsProperty; (ii) the income to be derived from the property; (iii) the suitability of the property for any and all activities and uses which buyer may conduct from there; (iv2) the compliance or noncompliance of by the property or its operation Property with any laws, rules, ordinancesregulations, orders or regulations requirements of any governmental authority or body; authorities (v) the habitabilitycollectively, merchantability“Legal Requirements”), marketability, profitability, or fitness for a particular purpose of the property; (vi) the manner or quality of the construction or materials, if any, incorporated into the property; (vii) the manner, quality, state of repair of the property; (viii) the existence of any view from the property or that any existing view will not be obstructed in the future; or (ix) any other matter with respect to the property, and specificallyincluding, without limitation, that seller has not madezoning, does not makesubdivision, and specifically disclaims any representation regarding compliance with other land use laws, building and life safety codes, parking codes, and the Americans with Disabilities Act Act; (3) the environmental condition of the Property, including, without limitation, the presence or with absence on or about the Property, or the release from the Property, of any hazardous waste, hazardous materials, or toxic substance as defined or regulated by Legal Requirements relating to environmental protection, pollution control, air, water, or land use lawssoils quality, rulesor conservation (collectively, orders “Hazardous Materials”); (4) the physical condition of the Land or requirementsImprovements, including, without limitation, the condition of any building components, systems, or equipment; (5) any covenants, conditions and restrictions affecting the Property; (6) the utilities serving the Property; (7) any matter relating to the tenants under the Leases; or (8) any other matter relating to the Property. Except as otherwise set forth in this Agreement, Purchaser releases Seller from any liability relating to these matters (1) through (8) of this Section 25. Purchaser assumes the risk of adverse matters, including solid waste (as defined adverse physical conditions, defects, construction defects, environmental, health, safety and welfare matters which may not have been revealed by Purchaser’s inspections. Each party has been represented by adequate counsel, all drafts have been exchanged by the U.S. Environmental Protection Agency regulations at 40 c.f.r.parties, part 261)and accordingly no provision of this Agreement will be construed against any party by reason of its preparation or preparer. Accordingly, any rule of law or the disposal equity or existence legal decision that would require interpretation of any type ambiguities in the Agreement against any party that drafted it is of no application and is expressly waived. Each party waives any rights or kind remedies it may have or be entitled to, deriving from disparity in size or from any significant disparate bargaining position in relation to any other party. Except as otherwise expressly set forth in this Agreement as to covenants, representations, warranties and obligations to indemnify that expressly survive Closing, and then only for the period of hazardous substance time that that such covenants, representations, warranties and obligations to indemnify expressly survive Closing, effective as of the Closing Date, Purchaser, for itself and its agents, Affiliates, successors and assigns, hereby waives, releases and forever discharges Seller from any and all rights, claims and demands at law or in equity, whether known or on unknown at the propertytime of this Agreement, such as mold/funguswhich Purchaser has or may have in the future, radonarising out of the physical, leadenvironmental, asbestoseconomic or legal condition of the Property, landfillsincluding, aldehydes/chemicalswithout limitation, pesticides, by-products of methamphetamines, all claims in tort or storage of contract and any type of hazardous waste claim for indemnification or substances AND as defined by contribution arising under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980(42 U.S.C. Section 9601, as amendedet seq.) or any similar federal, state or local statute, rule or regulation, and all other title or due diligence matters described above in this Section 25 or any other provisions of this Agreement. Purchaser hereby assumes the risk of changes in applicable laws and regulations thereunderrelating to past, present and future environmental conditions and the risk that adverse physical characteristics and conditions, including without limitation, the presence of Hazardous Materials or other contaminants, may not have been revealed by its investigation. Purchaser waives all objections and complaints, whether known or unknown, concerning the physical characteristics and any existing conditions of the Property, including Seller’s obligations under the Leases relating to the physical, environmental or legal compliance status of the Property, whether arising before or after the Effective Date. Purchaser, upon Closing, shall be deemed to have waived, relinquished and released Seller from and against any and all matters affecting the Property, including any and all complaints or objections concerning the physical characteristics of the Property or existing Property conditions. Purchaser waives the benefits of any law which generally provides that a general release does not extend to claims which a creditor does not know or suspect to exist in his favor at the time of executing the release which, if known by him, may have materially affected his settlement with the debtor. The provisions of this Section 25 shall not, and shall not be deemed or construed to, release the parties from their obligations under the Operating Agreements referenced in Section 9(b) (viii) and Section 9(c) (viii). The provisions of this Section shall survive the Closing or termination of this Agreement indefinitely and will not merge into the closing documents.
Appears in 1 contract
Samples: Membership Interests Sale and Purchase Agreement (Cornerstone Healthcare Plus Reit, Inc.)
Condition of Property. The property will be sold by the Seller seller to the Buyer buyer on an "AS-IS, WHEREHOW-IS and WITH ALL FAULTS" basis. Xxxxx Buyer accepts all faults and defects of the property whether known or unknown, presently existing or that may hereafter arise. Buyer acknowledges and agrees that the Seller seller and the Agents have not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether expressed or implied, oral or written, past, present or future, or or, as to, concerning to or with respect to: (i) the value, nature, quality or condition of the property, including without limitation: ; lease or rent information; , noise disturbances; , waste and/or and or septic disposal systems; , marked or unmarked cemeteries/cemeteries / burial grounds; , soil results for septic disposal systems; , city or well water, water either availability, connectivity availability and or connected or purity of; , timber; , soil; , earth; , rock; , caverns; , sinkholes; , wood destroying organisms or infestations; , geology; , utilities either availability connected or connectivity; availability, acreage of parcel; square , sq. footage or condition of structure; , any improvements; improvements and all photographs; , age; , any measurements; measurements and working or non-non working components; (ii) the income to be derived from the property; (iii) the suitability of the property for any and all activities and uses which buyer may conduct from therethere from; (iv) the compliance of or by the property or its operation with any laws, rules, ordinances, ordinances or regulations of any governmental authority or body; (v) the habitability, merchantability, marketability, profitability, profitability or fitness for a particular purpose of the property; (vi) the manner or quality of the construction or materials, if any, incorporated into the property; (vii) the manner, quality, state of repair of the property; (viii) the existence of any view from the property or that any existing view will not be obstructed in the future; or (ix) any other matter with respect to the property, and specifically, without limitation, that seller has not made, does not make, and specifically disclaims any representation regarding compliance with the Americans American with Disabilities Act disabilities act or with any environmental protection, pollution or land use laws, rules, orders or requirements; , including solid waste (as defined by the U.S. Environmental Protection Agency environmental protection agency regulations at 40 c.f.r., part 261), or the disposal or existence existence, in or on the property, of any type or kind of hazardous substance in or on the property, such as mold/mold / fungus, radon, lead, asbestos, landfills, aldehydes/aldehydes / chemicals, pesticides, by-by products of methamphetamines, methamphetamines or storage of any type of hazardous waste or substances AND (as defined by the Comprehensive Environmental Response, Compensation, comprehensive environmental response compensation and Liability Act liability act of 1980, as amended, and regulations thereunderthere under).
Appears in 1 contract
Samples: Contract
Condition of Property. The property will be sold by the Seller to the Buyer on an "AS-IS, WHERE-IS and WITH ALL FAULTS" basis. Xxxxx accepts all faults and defects of the property whether known or unknown, presently existing or that may hereafter arise. Buyer acknowledges and agrees that the Seller and the Agents have not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether expressed or implied, oral or written, past, present or future, or concerning to or with respect to: (i) the value, nature, quality or condition of the property, including without limitation: lease or rent information; noise disturbances; waste and/or septic disposal systems; marked or unmarked cemeteries/burial grounds; soil results for septic disposal systems; city or well water, either availability, connectivity or purity of; timber; soil; earth; rock; caverns; sinkholes; wood destroying organisms or infestations; geology; utilities either availability or connectivity; acreage of parcel; square footage or condition of structure; any improvements; all photographs; age; any measurements; and working or non-working components; (ii) the income to be derived from the property; (iii) the suitability of the property for any and all activities and uses which buyer may conduct from there; (iv) the compliance of by the property or its operation with any laws, rules, ordinances, or regulations of any governmental authority or body; (v) the habitability, merchantability, marketability, profitability, or fitness for a particular purpose of the property; (vi) the manner or quality of the construction or materials, if any, incorporated into the property; (vii) the manner, quality, state of repair of the property; (viii) the existence of any view from the property or that any existing view will not be obstructed in the future; or (ix) any other matter with respect to the property, and specifically, without limitation, that seller has not made, does not make, and specifically disclaims any representation regarding compliance with the Americans with Disabilities Act or with any environmental protection, pollution or land use laws, rules, orders or requirements; including solid waste (as defined by the U.S. Environmental Protection Agency regulations at 40 c.f.r., part 261), or the disposal or existence of any type or kind of hazardous substance in or on the property, such as mold/fungus, radon, lead, asbestos, landfills, aldehydes/chemicals, pesticides, by-by- products of methamphetamines, or storage of any type of hazardous waste or substances AND as defined by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and regulations thereunder.
Appears in 1 contract
Condition of Property. The property will be sold by the Seller to the Buyer on an "AS-IS, WHERE-IS and WITH ALL FAULTS" basis. Xxxxx accepts all faults and defects of the property whether known or unknown, presently existing or that may hereafter arise. Buyer BUYER acknowledges and agrees for itself and its successors and assigns (i) that it has inspected and is thoroughly familiar with the Seller Property and its physical aspects and is acquiring the Agents have Property in its “as is” condition, (ii) that BUYER assumes the responsibility and risks of all defects to and conditions in the Property, including defects and conditions, if any, that cannot madebe observed by inspection, does (iii) that SELLER has not make made and specifically negates and disclaims any representations, warranties, promises, covenants, agreements makes no representations or guarantees warranties of any kind or character whatsoever, whether expressed or implied, oral or written, past, present or future, or concerning to or with respect to: (i) to acreage or the value, nature, quality or condition of the propertyProperty or its fitness, including without limitation: lease suitability or rent information; noise disturbances; waste and/or septic disposal systems; marked or unmarked cemeteries/burial grounds; soil results for septic disposal systems; city or well water, either availability, connectivity or purity of; timber; soil; earth; rock; caverns; sinkholes; wood destroying organisms or infestations; geology; utilities either availability or connectivity; acreage of parcel; square footage or condition of structure; any improvements; all photographs; age; any measurements; and working or non-working components; (ii) the income to be derived from the property; (iii) the suitability of the property acceptability for any and all activities and uses which buyer may conduct from thereparticular use or purpose; (iv) the compliance of by the property that SELLER shall not be liable for any latent or its operation with any lawspatent defects therein, rules, ordinances, or regulations of any governmental authority or body; (v) SELLER is selling the habitabilityProperty by the tract or parcel only, merchantabilityit being understood and agreed that the acreage of the Property is not guaranteed or warranted in any way by SELLER, and (vi) that SELLER shall have no obligation to repair or make any improvements to the condition of the Property prior to Closing. By purchasing the Property, BUYER acknowledges and agrees for itself and its successors and assigns (i) that it has been given a reasonable opportunity to inspect and to investigate the Property and the timber thereon either independently or through agents of BUYER’S choosing, (ii) that any information, whether written or oral, or in the form of maps, surveys, cruise data, inventory information, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications, or any other information whatsoever, without exception, pertaining to the Property and the timber thereon, any and all other matters concerning the condition, suitability, integrity, marketability, profitabilitycompliance with law, or fitness for a particular purpose other attributes or aspects of the property; Property and the timber thereon, is furnished to BUYER solely as a courtesy, that neither SELLER nor its representatives have warranted or verified the accuracy of any statements or other information therein contained nor the qualifications of the persons preparing such information, (iii) that access is not guaranteed by SELLER and that BUYER is responsible for determining access to the Property, including, contacting any responsible government agencies regarding access permits, restrictions or existing hazards, (iv) that mineral rights will not be included if not currently owned by SELLER, (v) that BUYER is also responsible for evaluating whether the Property is suitable for BUYER’S intended purpose and any and all environmental, land use, regulatory and other constraints relating to the use of the Property or the harvest of timber therefrom, (vi) the manner or quality of the construction or materialsthat BUYER shall be solely responsible for obtaining all permits and licenses, if any, incorporated into required of or by BUYER to carry on its intended operations or activities on the property; Property, and (vii) that BUYER is responsible for determining the mannerexistence or nonexistence of access or from the Property or any portion thereof, qualitywhether the Property or any portion thereof is within any flood plain, state flood prone area, watershed or “wetlands” area, the availability of repair water, sewer, electrical, gas, or other utility services or the amount and type of timber on the Property. Without limiting the generality of the property; (viii) the existence of any view from the property or that any existing view will not be obstructed in the future; or (ix) any other matter with respect to the propertyforegoing, and specificallySELLER EXPRESSLY DISCLAIMS ALL WARRANTIES RELATING TO THE PROPERTY, without limitationINCLUDING, that seller has not madeWITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, does not makeFITNESS FOR A PARTICULAR PURPOSE AND SUITABILITY FOR BUYER’S INTENDED USE AS WELL AS ANY WARRANTY WHATSOEVER WITH RESPECT TO THE MARKETABILITY, and specifically disclaims any representation regarding compliance with the Americans with Disabilities Act or with any environmental protectionHARVESTABILITY, pollution or land use lawsAGE, rulesSPECIES MIX, orders or requirements; including solid waste (as defined by the U.S. Environmental Protection Agency regulations at 40 c.f.rSITE CLASSIFICATION, BOUNDARIES OF THE TIMBER OR THE PROPERTY, QUANTITIES, GRADES, OR QUALITY OF ANY TIMBER OR MINERALS ON THE PROPERTY, PRESENCE OR ABSENCE OF THREATENED OR ENDANGERED SPECIES OR HAZARDOUS MATERIALS OR THE AVAILABILITY OR ADEQUACY OF ACCESS TO THE PROPERTY. 8., part 261), or the disposal or existence of any type or kind of hazardous substance in or on the property, such as mold/fungus, radon, lead, asbestos, landfills, aldehydes/chemicals, pesticides, by-products of methamphetamines, or storage of any type of hazardous waste or substances AND as defined by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and regulations thereunder.
Appears in 1 contract
Condition of Property. The property will be sold Buyer hereby acknowledges Buyer’s obligation to perform due diligence in regard to this transaction as well as the condition of the Property, and agrees that an inspection of the Property has been made by Buyer, that the purchase is based upon such inspection and such additional independent investigation as Buyer has chosen to make, and not by or through any representations made by Seller to or Agent. Buyer agrees that Buyer is acquiring the Buyer on an "AS-ISProperty “as is”, WHERE-IS and WITH ALL FAULTS" basis. Xxxxx accepts “where is”, with all faults and defects of the property defects, latent and patent, whether known or known, unknown, presently existing disclosed, or that may hereafter arise. furrow auction co. undisclosed by Seller, and Buyer acknowledges and agrees that the Seller and the Agents have has not made, does not make make, and Seller hereby specifically negates and disclaims any representations, warranties, promises, covenants, agreements agreements, or guarantees guaranties of any kind or character whatsoever, whether expressed or implied, oral or written, past, present present, or future, or of, as to, concerning to or with respect to: to (ia) the valuehabitability, naturemerchantability, quality or condition fitness of a particular purpose of the property, including without limitation: lease Property or rent information; noise disturbances; waste and/or septic disposal systems; marked or unmarked cemeteries/burial grounds; soil results for septic disposal systems; city or well water, either availability, connectivity or purity of; timber; soil; earth; rock; caverns; sinkholes; wood destroying organisms or infestations; geology; utilities either availability or connectivity; acreage of parcel; square footage or condition of structure; any improvements; all photographs; age; any measurements; and working or non-working componentspart thereof; (ii) the income to be derived from the property; (iii) the suitability of the property for any and all activities and uses which buyer may conduct from there; (ivb) the compliance of or by the property Property or its operation with any laws, rules, ordinances, or regulations of any governmental authority or bodybody having jurisdiction including, without limitation, all applicable zoning laws or other land use regulations including those, without limitation, permitting and certificates of occupancy; (vc) the habitabilitynature, quality, or condition of the Property, including, without limitation, water, soil, and geology, or the presence or absence of any pollutant, mold, lead-based paint, radon, hazardous or toxic substance or material, hazardous or solid waste, termites or other wood destroying organism or any other type of insects, underground or above ground storage tank system, or any other contamination or environmental condition on, in, under, or about the Property; (d) the suitability of the Property for any and all activities and uses which Buyer may intend to conduct thereon; (e) any income to be derived from the Property; (f) the marketability, merchantability, marketabilityage, profitabilityquality, state of repair, or fitness for a particular purpose of the property; (vi) the manner any items of personal Property that may or quality of the construction or materials, if any, incorporated into the property; (vii) the manner, quality, state of repair of the property; (viii) the existence of any view from the property or that any existing view will may not be obstructed in located upon the future; or (ix) any other matter with respect to the propertyProperty, and specificallyincluding, without limitation, that seller has not madeany HVAC, does not makecooking, and specifically disclaims any representation regarding compliance with the Americans with Disabilities Act or with any environmental protectionrefrigerating, pollution or land use lawsdishwashing, rules, orders or requirements; including solid waste (as defined by the U.S. Environmental Protection Agency regulations at 40 c.f.r., part 261)plumbing, or the disposal electrical apparatus or existence of any type equipment boilers, engines, motors, generating equipment, piping or kind of hazardous substance plumbing fixtures, underground or above ground storage tank systems, ventilating or vacuum cleaning systems, irrigation systems, fire alarms, fire extinguishing apparatus, security systems, telephone systems, telephone jacks, cable jacks, gas and electric fixtures, elevators, mantels, built-in mirrors, screens, storm sashes, awnings, carpeting, under padding or on the property, such as mold/fungus, radon, lead, asbestos, landfills, aldehydes/chemicals, pesticides, by-products of methamphetamines, or storage of any type of hazardous waste or substances AND as defined by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and regulations thereunder.drapes; or
Appears in 1 contract
Samples: Sales Contract
Condition of Property. The property will be sold Buyer hereby acknowledges Buyer’s obligation to perform due diligence in regard to this transaction as well as the condition of the Property, and agrees that an inspection of the Property has been made by Buyer, that the purchase is based upon such inspection and such additional independent investigation as Buyer has chosen to make, and not by or through any representations made by Seller to or Agent. Buyer agrees that Buyer is acquiring the Buyer on an "AS-ISProperty “as is”, WHERE-IS and WITH ALL FAULTS" basis. Xxxxx accepts “where is”, with all faults and defects of the property defects, latent and patent, whether known or known, unknown, presently existing disclosed, or that may hereafter arise. undisclosed by Seller, and Buyer acknowledges and agrees that the Seller and the Agents have has not made, does not make make, and Seller hereby specifically negates and disclaims any representations, warranties, promises, covenants, agreements agreements, or guarantees guaranties of any kind or character whatsoever, whether expressed or implied, oral or written, past, present present, or future, or of, as to, concerning to or with respect to: to (ia) the valuehabitability, naturemerchantability, quality or condition fitness of a particular purpose SAMPLE – SALES CONTRACT of the property, including without limitation: lease Property or rent information; noise disturbances; waste and/or septic disposal systems; marked or unmarked cemeteries/burial grounds; soil results for septic disposal systems; city or well water, either availability, connectivity or purity of; timber; soil; earth; rock; caverns; sinkholes; wood destroying organisms or infestations; geology; utilities either availability or connectivity; acreage of parcel; square footage or condition of structure; any improvements; all photographs; age; any measurements; and working or non-working componentspart thereof; (ii) the income to be derived from the property; (iii) the suitability of the property for any and all activities and uses which buyer may conduct from there; (ivb) the compliance of or by the property Property or its operation with any laws, rules, ordinances, or regulations of any governmental authority or bodybody having jurisdiction including, without limitation, all applicable zoning laws or other land use regulations including those, without limitation, permitting and certificates of occupancy; (vc) the habitabilitynature, quality, or condition of the Property, including, without limitation, water, soil, and geology, or the presence or absence of any pollutant, mold, lead-based paint, radon, hazardous or toxic substance or material, hazardous or solid waste, termites or other wood destroying organism or any other type of insects, underground or above ground storage tank system, or any other contamination or environmental condition on, in, under, or about the Property; (d) the suitability of the Property for any and all activities and uses which Buyer may intend to conduct thereon; (e) any income to be derived from the Property; (f) the marketability, merchantability, marketabilityage, profitabilityquality, state of repair, or fitness for a particular purpose of the property; (vi) the manner any items of personal Property that may or quality of the construction or materials, if any, incorporated into the property; (vii) the manner, quality, state of repair of the property; (viii) the existence of any view from the property or that any existing view will may not be obstructed in located upon the future; or (ix) any other matter with respect to the propertyProperty, and specificallyincluding, without limitation, that seller has not madeany HVAC, does not makecooking, and specifically disclaims any representation regarding compliance with the Americans with Disabilities Act or with any environmental protectionrefrigerating, pollution or land use lawsdishwashing, rules, orders or requirements; including solid waste (as defined by the U.S. Environmental Protection Agency regulations at 40 c.f.r., part 261)plumbing, or the disposal electrical apparatus or existence of any type equipment boilers, engines, motors, generating equipment, piping or kind of hazardous substance plumbing fixtures, underground or above ground storage tank systems, ventilating or vacuum cleaning systems, irrigation systems, fire alarms, fire extinguishing apparatus, security systems, telephone systems, telephone jacks, cable jacks, gas and electric fixtures, elevators, mantels, built-in mirrors, screens, storm sashes, awnings, carpeting, under padding or on the property, such as mold/fungus, radon, lead, asbestos, landfills, aldehydes/chemicals, pesticides, by-products of methamphetamines, or storage of any type of hazardous waste or substances AND as defined by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and regulations thereunder.drapes; or
Appears in 1 contract
Samples: Sample Sales Contract
Condition of Property. The property will be sold Buyer acknowledges that no warranties or representations other than those set forth in this Agreement have been made by Seller, and that Seller shall have no liability for breaches of representations and warranties and covenants concerning the Seller to the Buyer on an "AS-IS, WHERE-IS and WITH ALL FAULTS" basis. Xxxxx accepts all faults and defects of the property whether known or unknown, presently existing or that may hereafter ariseProperty Conditions (defined below) except as expressly set forth in this Agreement. Buyer specifically acknowledges and agrees that Buyer is aware that the Seller Property has been used to house a pest control business, and the Agents customary materials and substances incidental thereto, for many years and that pesticides, fumigants and similar substances and chemicals customarily used in pest control operations have been discharged on the Property. Except for any warranties and representations and covenants set forth in this Agreement, Buyer is purchasing the Property on an “as is with all faults” basis and except as set forth in this Agreement, Buyer is not made, does not make and specifically negates and disclaims relying on any representations, warranties, promises, covenants, agreements warranties or guarantees representations of any kind or character whatsoever, whether expressed express or implied, oral or writtenfrom Seller, pastits officers, present or futuredirectors, or partners, employees, agents, and contractors as to any matters concerning to or with respect tothe Property, including, without limitation: (i) the valuequality, nature, quality or adequacy, and physical condition of the propertysoils, including without limitation: lease or rent information; noise disturbances; waste and/or septic disposal systems; marked or unmarked cemeteries/burial grounds; soil results for septic disposal systems; city or well watergeology, either availability, connectivity or purity of; timber; soil; earth; rock; caverns; sinkholes; wood destroying organisms or infestations; geology; utilities either availability or connectivity; acreage of parcel; square footage or condition of structure; and any improvements; all photographs; age; any measurements; groundwater and working or non-working componentsadjacent rivers; (ii) the income existence, nature or adequacy of ingress and egress to be derived from the propertyProperty; (iii) the suitability existence, nature or adequacy of utilities serving the property for any Property, including without limitation water, sewer, electric, gas, phone and all activities and uses which buyer may conduct from therecable service; (iv) the compliance nature, adequacy and quality of by drainage on the property or its operation with any lawsProperty, rules, ordinances, or regulations including the occurrence of any governmental authority flooding, and the presence or bodyadequacy of any sloughs or levees; (v) the habitabilitycondition, merchantability, marketability, profitability, size or fitness for a particular purpose adequacy of improvements on the propertyProperty (if any); (vi) the manner present or quality future zoning or other legal status of the construction Property or materials, if any, incorporated into any other private restrictions on use of the propertyProperty; (vii) the manner, quality, state of repair compliance of the propertyProperty or its construction, development or operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other Person or entity; (viii) the existence development potential of the Property, and the Property’s use, habitability, merchantability or fitness, or the suitability, value or adequacy of the Property for any view purpose; (ix) the presence of Hazardous Materials at, on, under or about the Property, or adjoining or neighboring property; (x) the condition of title to the Property; and (xi) the economics of operation of the Property (collectively, all of the foregoing shall be hereinafter returned referred to as the “Property Conditions”). Buyer represents that Buyer is a knowledgeable purchaser of real estate and that Buyer is relying solely on Buyer’s own expertise and that of Buyer’s consultants and advisors and is making and relying upon its own inspections of all aspects of the Property. Except as expressly set forth in this Agreement, Buyer hereby waives, releases, acquits and forever discharges Seller, Seller’s officers, directors, employees, agents, partners, and any other persons acting on or in behalf of Seller, and the heirs, successors and assigns of each of the foregoing, of and from the property any and all claims, liabilities, obligations, demands, actions, causes of action, demands, rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, that any existing view will not be obstructed it now has, or which may arise in the future; , on account of or (ix) in any other matter with respect to the property, and specifically, without limitation, that seller has not made, does not make, and specifically disclaims any representation regarding compliance way growing out of or connected with the Americans with Disabilities Act or with any environmental protectionProperty Conditions. Buyer expressly waives the benefits of California Civil Code Section 1542, pollution or land use lawswhich provides as follows: CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR EXPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, rules, orders or requirements; including solid waste (as defined by WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” The provisions of this section shall survive the U.S. Environmental Protection Agency regulations at 40 c.f.rClosing., part 261), or the disposal or existence of any type or kind of hazardous substance in or on the property, such as mold/fungus, radon, lead, asbestos, landfills, aldehydes/chemicals, pesticides, by-products of methamphetamines, or storage of any type of hazardous waste or substances AND as defined by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and regulations thereunder.
Appears in 1 contract
Condition of Property. The property will be sold by the Seller Subject to the express covenants, representations and warranties of Seller set forth in this Agreement, Buyer on an "shall accept the Property at the Close of Escrow, in its then AS-IS, WHERE-IS and CONDITION WITH ALL FAULTS" basis. Xxxxx accepts all faults No person acting on behalf of Seller is authorized to make, and defects of the property whether known or unknownby execution hereof, presently existing or that may hereafter arise. Buyer acknowledges and agrees that the that, except as specifically provided in this Agreement, Seller and the Agents have has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guarantees guaranties of any kind or character whatsoever, whether expressed express or implied, oral or written, past, present or future, or of, as to, concerning to or with respect to: to (ia) the value, nature, quality or condition value of the property, including without limitation: lease or rent information; noise disturbances; waste and/or septic disposal systems; marked or unmarked cemeteries/burial grounds; soil results for septic disposal systems; city or well water, either availability, connectivity or purity of; timber; soil; earth; rock; caverns; sinkholes; wood destroying organisms or infestations; geology; utilities either availability or connectivity; acreage of parcel; square footage or condition of structure; any improvements; all photographs; age; any measurements; and working or non-working componentsProperty; (iib) the income to be derived from the propertyProperty; (iiic) the suitability of the property Property for any and all activities and uses which buyer Buyer may conduct from therethereon, including any development of the Property; (ivd) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; (e) the manner, quality, state of repair or lack of repair of the Property; (f) the nature, quality or condition of the Property, including without limitation, the water, soil and geology; (g) the compliance of or by the property Property or its operation with any laws, rules, ordinances, ordinances or regulations of any applicable governmental authority or body; (vh) the habitabilitymanner, merchantability, marketability, profitability, or fitness for a particular purpose of the property; (vi) the manner condition or quality of the construction or materials, if any, incorporated into the propertyProperty; (viii) compliance with any Environmental Laws; (j) the mannerpresence or absence of Hazardous Materials at, qualityon, state of repair under, or adjacent to the Property; (k) the content, completeness or accuracy of the propertydue diligence materials, including the Property Materials; (viiil) the conformity of the improvements to any plans or specifications for the Property, including any plans and specifications that may have been or may be provided to Buyer; (m) the conformity of the Property to past, current or future applicable zoning or building requirements; (n) deficiency of any undershoring; (o) deficiency of any drainage; (p) the fact that all or a portion of the Property may be located on or near an earthquake fault line or located in an Xxxxxxx-Xxxxxx special study zone; (q) the existence of any view from vested land use, zoning or building entitlements affecting the property or that any existing view will not be obstructed in the futureProperty; or (ixr) with respect to any other matter with respect concerning the Property except as may be otherwise expressly stated herein, including any and all such matters referenced, discussed or disclosed in any other documents available to the property, and specifically, without limitation, that seller has not made, does not make, and specifically disclaims any representation regarding compliance with the Americans with Disabilities Act or with any environmental protection, pollution or land use laws, rules, orders or requirements; including solid waste (as defined by the U.S. Environmental Protection Agency regulations at 40 c.f.rBuyer., part 261), or the disposal or existence of any type or kind of hazardous substance in or on the property, such as mold/fungus, radon, lead, asbestos, landfills, aldehydes/chemicals, pesticides, by-products of methamphetamines, or storage of any type of hazardous waste or substances AND as defined by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and regulations thereunder.
Appears in 1 contract
Samples: Agreement for Purchase and Sale
