Common use of Condition of Purchased Assets Clause in Contracts

Condition of Purchased Assets. Buyer acknowledges that no warranties or representations other than those set forth in this Agreement have been made by Seller. Except for any warranties and representations set forth in this Agreement, Buyer is purchasing the Purchased Assets on an “as is with all faults” basis and except as set forth in this Agreement, Buyer is not relying on any warranties or representations of any kind whatsoever, express or implied, from Seller, its officers, directors, partners, employees, agents, or contractors as to any matters concerning the Purchased Assets, including, without limitation: (i) the quality, nature, adequacy, and physical condition of soils, geology, and any groundwater and adjacent rivers; (ii) the size or boundaries of the Owned Real Property; (iii) the existence, nature or adequacy of utilities serving the Owned Real Property, including without limitation water, sewer, electric, gas, phone and cable service; (iv) the nature, adequacy and quality of drainage on the Owned Real Property, including the occurrence of any flooding, and the presence or adequacy of any sloughs or levees; (v) the present or future zoning or other legal status of the Owned Real Property or any other private restrictions on use of the Owned Real Property; (vi) the development potential of the Purchased Assets, and the Purchased Assets’ use, habitability, merchantability or fitness, or the suitability, value or adequacy of the Purchased Assets for any purpose; (vii) the presence of Hazardous Substances at, on, under or about the Owned Real Property or adjoining or neighboring property; (viii) the condition of title to the Purchased Assets; and (ix) the economics of operation of the Purchased Assets (collectively, all of the foregoing will be hereinafter referred to as the “Purchased Assets 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 Purchased Assets. Buyer further acknowledges and agrees that no patent or latent physical condition (including, without limitation, any condition or contamination related to or Hazardous Substances) of the Purchased Assets, whether known or unknown or discovered at a later date, will affect the Final Purchase Price paid for the Purchased Assets hereunder except as set forth in Article X or in the case of actual common law fraud, and subject to Buyer’s rights to terminate this Agreement in accordance with the terms herein, Buyer will be obligated to consummate the Transaction notwithstanding the condition of the Purchased Assets if Buyer does not terminate this Agreement in accordance with the terms herein. Except as set forth in Article X or as otherwise expressly stated otherwise herein, Buyer hereby waives, releases, acquits and forever discharges Seller, Seller’s officers, directors, employees, agents, partners, and any other persons acting on behalf of Seller, and the heirs, successors and assigns of each of the foregoing, of and from 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 it now has, or which may arise in the future, on account of or in any way growing out of or connected with the Purchased Assets Conditions.

Condition of Purchased Assets. Buyer acknowledges (a) The Seller confirms that no warranties or representations other than those set forth in this Agreement all of the 3R Assets have been made purchased from 3R with the authorization of the Receiver for 3R as compensation for debts owed to the Seller by Seller3R. At no time has the Seller ever taken physical possession of the 3R Assets, nor has the Seller inspected or viewed the 3R Assets. Except for Accordingly, all of the 3R Assets are sold “where is, as is” and the Seller the makes absolutely no representation whatsoever as to the present condition of any warranties of the 3R Assets, and representations set forth in this Agreement, Buyer is purchasing the Purchased Assets on an “as is with all faults” basis and except as set forth in this Agreement, Buyer is not relying on any warranties provides no guarantee or representations warranty of any kind whatsoever, express or implied, from Seller, its officers, directors, partners, employees, agents, or contractors as to any matters concerning the Purchased condition, usability or operability of the 3R Assets, includingsuch as the case may be. (b) The vehicles, without limitation: (i) the quality, nature, adequacy, equipment and physical condition of soils, geology, and any groundwater and adjacent rivers; (ii) the size or boundaries of the Owned Real Property; (iii) the existence, nature or adequacy of utilities serving the Owned Real Property, including without limitation water, sewer, electric, gas, phone and cable service; (iv) the nature, adequacy and quality of drainage on the Owned Real Property, including the occurrence of any flooding, and the presence or adequacy of any sloughs or levees; (v) the present or future zoning or other legal status of the Owned Real Property or any other private restrictions on use of the Owned Real Property; (vi) the development potential of the Purchased Assets, and the Purchased Assets’ use, habitability, merchantability or fitness, or the suitability, value or adequacy tangible personal property forming part of the Purchased Assets for are sold without representation as to their condition and are sold on a "where is, as is" basis. The Seller cannot, and accordingly does not provide any purpose; guarantee or representation as to whether the vehicles, equipment or other property are structurally sound, in operable condition, or require maintenance or repairs of any kind, whether material in nature or otherwise. (viic) the presence of Hazardous Substances at, on, under or about the Owned Real Property or adjoining or neighboring property; (viii) the condition of title The Structures are sold to the Purchased Assets; Purchaser without representation as to their construction and (ix) the economics of operation of the Purchased Assets (collectivelypresent condition and are sold on a "where is, all of the foregoing will be hereinafter referred to as the “Purchased Assets Conditions”)is" basis. 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 Purchased Assets. Buyer further acknowledges and agrees that no patent or latent physical condition (including, without limitation, any condition or contamination related to or Hazardous Substances) of the Purchased Assets, whether known or unknown or discovered at a later date, will affect the Final Purchase Price paid for the Purchased Assets hereunder except as set forth in Article X or in the case of actual common law fraudThe Seller cannot, and subject accordingly does not provide any guarantee or representation as to Buyer’s rights to terminate this Agreement whether the Structures were constructed in accordance with the terms hereinall applicable Laws and are free from structural or material defects (latent or otherwise). The Seller is unable to make any guarantee or representation as to whether or not there are any condemnation, Buyer will be obligated to consummate the Transaction notwithstanding the condition rezoning, dedication or expropriation proceedings pending or threatened against any of the Purchased Assets if Buyer does not terminate this Agreement Structures or whether any outstanding work orders from or are required by any municipality, police department, fire department, sanitation department, health or safety department or other Governmental Authorities exist. (d) The MLL is in accordance with good standing and there have been no breaches of any of its terms and all rents and other obligations under the terms herein. Except MLL have been met as set forth in Article X or as otherwise expressly stated otherwise herein, Buyer hereby waives, releases, acquits and forever discharges Seller, Seller’s officers, directors, employees, agents, partners, and any other persons acting on behalf of Seller, and the heirs, successors and assigns of each of the foregoing, of and from 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 it now has, or which may arise in the future, on account of or in any way growing out of or connected with the Purchased Assets ConditionsEffective Date.