Common use of Conveyance of the Properties Clause in Contracts

Conveyance of the Properties. a. Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase from Seller, upon the terms and conditions hereinafter set forth, all right, title and interest of Seller in the Properties including the land, any buildings and improvements located on the land, all rights appurtenant to the land, and all other rights, privileges, easements, licenses, and hereditaments, both corporeal and incorporeal, relating to the Properties. b. Subject the terms of this Agreement, Purchaser acknowledges that Purchaser has made thorough inspections and investigations of the Properties and Purchaser agrees to take title to the Properties "AS-IS, WHERE IS, AND WITH ALL FAULTS" and in the condition existing as of the date of this Agreement, subject to reasonable use, ordinary wear and tear, and without any reduction in or abatement of the Purchase Price. Purchaser has undertaken all such investigations of the Properties as Purchaser deems necessary or appropriate under the circumstances as to the status of the Properties and the existence or non-existence of curative action to be taken with respect to any hazardous or toxic substances on or discharged from the property, and based upon same, Purchaser is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel, and officers. c. Neither party to this Agreement is relying on any statement or representation not expressly stated in this Agreement. Purchaser specifically confirms and acknowledges that in entering into this Agreement, Purchaser has not been induced by, and has not relied upon, whether express or implied, warranties, guaranties, promises, statements, inducements, representations, or information pertaining to the Property or its uses, the physical condition, environmental condition, state of title, income, expenses, or operation of the Properties, or any other matter or thing with respect thereto, written or unwritten, whether made by Seller or any agent, employee, or other representative of Seller, or any broker or any other person representing (or purporting to represent) Seller, which are not expressly set forth in this Agreement. Seller shall not be liable for or bound by any written or unwritten statements, representations, warranties, brokers' statements, or other information pertaining to the Properties furnished by Seller, any broker, any agent, employee, or other actual (or purported) representative of Seller, or any person, unless and only to the extent the same are expressly set forth in this Agreement. d. Seller makes no warranty with respect to the presence of any hazardous or toxic substances on, above, beneath, or discharged from the Properties (or any adjoining or neighboring property) or in any water on or under the Properties. The Closing hereunder shall be deemed to constitute an express waiver of Purchaser's right to recover from Seller, and forever releases, covenants not to xxx, and discharges Seller from, any and all damages, demands, claims, losses, liabilities, penalties, fines, liens, judgments, costs, or expenses whatsoever, including attorneys' fees and costs, whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Properties. e. Purchaser has been given access to and carefully reviewed the following documents (the “Title Search Documents”) for each Property prepared or provided by the Escrow Agent and available at xxxx://xxx.xxxxxxxxxxxxxxxx.xxxxxxxxx.xxx/ : i. Preliminary title commitments; ii. Preliminary Municipal Lien Certificates; iii. Preliminary Tax Certificates; iv. HOA determinations; v. Abstract searches; and vi. State specific required disclosures. vii. the Court Order entered on August 14, 2018 Case 6:17-bk-07077-KSJ; Doc 200 (the “363 Procedures Order”) in the United States Bankruptcy Court, Middle District of Florida, Orlando Division (the “Court”). f. The provisions of this section shall survive the Closing and shall not be deemed to have merged into any of the documents executed or delivered at the Closing.

Conveyance of the Properties. a. Seller Xxxxxx agrees to sell and convey to Purchaser and Purchaser Xxxxxxxxx agrees to purchase from Seller, upon the terms and conditions hereinafter set forth, all right, title and interest of Seller in the Properties including the land, any buildings and improvements located on the land, all rights appurtenant to the land, and all other rights, privileges, easements, licenses, and hereditaments, both corporeal and incorporeal, relating to the Properties. b. Subject the terms of this Agreement, Purchaser acknowledges that Purchaser has made thorough inspections and investigations of the Properties and Purchaser agrees to take title to the Properties "AS-IS, WHERE IS, AND WITH ALL FAULTS" and in the condition existing as of the date of this Agreement, subject to reasonable use, ordinary wear and tear, and without any reduction in or abatement of the Purchase Price. Purchaser has undertaken all such investigations of the Properties as Purchaser deems necessary or appropriate under the circumstances as to the status of the Properties and the existence or non-existence of curative action to be taken with respect to any hazardous or toxic substances on or discharged from the property, and based upon same, Purchaser is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel, and officers. c. Neither party to this Agreement is relying on any statement or representation not expressly stated in this Agreement. Purchaser specifically confirms and acknowledges that in entering into this Agreement, Purchaser has not been induced by, and has not relied upon, whether express or implied, warranties, guaranties, promises, statements, inducements, representations, or information pertaining to the Property or its uses, the physical condition, environmental condition, state of title, income, expenses, or operation of the Properties, or any other matter or thing with respect thereto, written or unwritten, whether made by Seller or any agent, employee, or other representative of Seller, or any broker or any other person representing (or purporting to represent) Seller, which are not expressly set forth in this Agreement. Seller shall not be liable for or bound by any written or unwritten statements, representations, warranties, brokers' statements, or other information pertaining to the Properties furnished by Seller, any broker, any agent, employee, or other actual (or purported) representative of Seller, or any person, unless and only to the extent the same are expressly set forth in this Agreement. d. Seller makes no warranty with respect to the presence of any hazardous or toxic substances on, above, beneath, or discharged from the Properties (or any adjoining or neighboring property) or in any water on or under the Properties. The Closing hereunder shall be deemed to constitute an express waiver of Purchaser's right to recover from Seller, and forever releases, covenants not to xxxsue, and discharges Seller from, any and all damages, demands, claims, losses, liabilities, penalties, fines, liens, judgments, costs, or expenses whatsoever, including attorneys' fees and costs, whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Properties. e. Purchaser has been given access to and carefully reviewed the following documents (the “Title Search Documents”) for each Property prepared or provided by the Escrow Agent and available at xxxx://xxx.xxxxxxxxxxxxxxxx.xxxxxxxxx.xxx/ : i. Preliminary title commitments; ii. Preliminary Municipal Lien Certificates; iii. Preliminary Tax Certificates; iv. HOA determinations; v. Abstract searches; and vi. State specific required disclosures. vii. the Court Order entered on August 14, 2018 Case 6:17-bk-07077-KSJ; Doc 200 (the “363 Procedures Order”) in the United States Bankruptcy Court, Middle District of Florida, Orlando Division (the “Court”). f. The provisions of this section shall survive the Closing and shall not be deemed to have merged into any of the documents executed or delivered at the Closing.