Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKE, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSING.
Appears in 9 contracts
Samples: Auction Purchase and Sale Agreement, Auction Purchase and Sale Agreement, Auction Purchase and Sale Agreement
Disclaimer. PURCHASER BUYER UNDERSTANDS THAT RECEIVER IS A COURT- APPOINTED RECEIVER, AND CONSEQUENTLY, RECEIVER HAS LITTLE TO NO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PROPERTY. BUYER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE RECEIVER HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT PRESENT, OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY QUALITY, SQUARE FOOTAGE, OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, (A) THE WATER, SOIL SOIL, AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER BUYER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES ORDINANCES, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY PROFITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS ORDERS, OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS MATERIALS, (AS DEFINED BELOW)G) THE EXISTENCE OF ANY VIEW FROM THE PROPERTY OR THAT ANY EXISTING VIEW WILL NOT BE OBSTRUCTED IN THE FUTURE, RADON(H) THE SUFFICIENCY OF ANY DRAINAGE FOR THE PROPERTY, MOLD (I) WHETHER THE PROPERTY ARE LOCATED WHOLLY OR MILDEWPARTIALLY IN A FLOOD HAZARD AREA OR ANY SIMILAR AREA, (J) THE AVAILABILITY OF PUBLIC UTILITIES AND SERVICES FOR THE PROPERTY, OR (K) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY; AND BUYER HEREBY WAIVES ANY RIGHT TO MAKE ANY CLAIM BASED ON ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO MAKE ANY CLAIM AGAINST RECEIVER BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS. PURCHASER ADDITIONALLY, NO PERSON ACTING ON BEHALF OF RECEIVER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF BUYER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY, OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT, OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF RECEIVER SHALL BE VALID OR BINDING UPON RECEIVER UNLESS EXPRESSLY SET FORTH HEREIN. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS RECEIVER, AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS RECEIVER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE RECEIVER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE RECEIVER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER RECEIVER AND PURCHASED BY PURCHASER BUYER SUBJECT TO THE FOREGOING. BUYER HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AND DEALING WITH PROPERTIES IN RECEIVERSHIP, THAT ENABLES BUYER TO EVALUATE THE MERIT AND RISKS OF THE TRANSACTION CONTEMPLATED HEREBY. BUYER IS NOT IN A DISPARATE BARGAINING POSITION VIS-A-VIS RECEIVER, AND BUYER HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS, BENEFITS AND REMEDIES UNDER CONSUMER PROTECTION LAWS WITH RESPECT TO ANY MATTERS PERTAINING TO THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 7 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKE, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGCLOSING OR TERMINATION OF THIS AGREEMENT.
Appears in 7 contracts
Samples: Auction Purchase and Sale Agreement, Auction Purchase and Sale Agreement, Auction Purchase and Sale Agreement
Disclaimer. EXCEPT AS SET FORTH IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS, PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY WARRANTY OF TITLE AS SET OUT IN THE SPECIAL WARRANTY DEED, AS DEFINED BELOW), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT PRESENT, OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONTHEREON OTHER THAN ITS CURRENT USE, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEWOTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS [EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND AT WARRANTIES MADE BY SELLER TO PURCHASER IN THIS AGREEMENT AND IN THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEWDOCUMENTS] . PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER BROKER OR OTHER PERSONTHIRD PARTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 6 SHALL SURVIVE THE CLOSING.
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc), Purchase and Sale Agreement (Berkshire Income Realty Inc), Purchase and Sale Agreement (Berkshire Income Realty Inc)
Disclaimer. PURCHASER Other than the express representations and warranties of Seller set forth in Section 5 and in any other Transfer Document, the Aircraft is being sold and assigned hereunder, “AS IS, WHERE IS” and BUYER ACKNOWLEDGES AND AGREES THAT NEITHER THE SELLER NOR ANY OF ITS AGENTS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES OR REPRESENTATIVES HAS MADE OR WILL BE DEEMED TO HAVE MADE AND DO NOT MAKEANY TERM, CONDITION, REPRESENTATION, WARRANTY OR COVENANT EXPRESS OR IMPLIED (WHETHER STATUTORY OR OTHERWISE) AS TO, AND SELLER BUYER HEREBY WAIVES, RELEASES AND ITS AGENTS SPECIFICALLY NEGATE RENOUNCES ANY AND DISCLAIMALL WARRANTIES, OBLIGATIONS AND LIABILITIES, EXPRESS OR IMPLIED (WHETHER STATUTORY OR OTHERWISE) WITH RESPECT TO, (a) THE CAPACITY, AGE, VALUE, QUALITY, DURABILITY, DESCRIPTION (EXCEPT AS TO SERIAL NUMBERS), CONDITION (WHETHER OF THE AIRCRAFT, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEEDPART THEREOF OR ITS AIRCRAFT DOCUMENTS), PROMISESDESIGN, COVENANTSWORKMANSHIP, AGREEMENTS MATERIALS, MANUFACTURE, CONSTRUCTION, OPERATION, DESCRIPTION, STATE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR ANY PARTICULAR USE OR GUARANTIES PURPOSE (INCLUDING THE ABILITY TO OPERATE OR REGISTER THE AIRCRAFT OR USE THE AIRCRAFT IN ANY OR ALL JURISDICTIONS) OR SUITABILITY OF THE AIRCRAFT, OR ANY PART THEREOF, (b) THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, KNOWN OR UNKNOWN, APPARENT OR CONCEALED, EXTERIOR OR INTERIOR, (c) THE ABSENCE OF ANY KIND INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR CHARACTER WHATSOVEROTHER INTELLECTUAL PROPERTY RIGHTS, WHETHER (d) ANY IMPLIED WARRANTY ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE OR (e) ANY OTHER REPRESENTATIONS OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTYAIRCRAFT OR ANY PART THEREOF OR ITS AIRCRAFT DOCUMENTS, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED, IT BEING UNDERSTOOD THAT NOTHING HEREIN WILL BE DEEMED TO LIMIT THE BUYER FROM AVAILING ITSELF OF ANY WARRANTIES, COVENANTS, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM REPRESENTATIONS OF ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGMANUFACTURER.
Appears in 5 contracts
Samples: Purchase Agreement (Air T Inc), Purchase Agreement (Air T Inc), Purchase Agreement (Air T Inc)
Disclaimer. PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT NEITHER THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NONE OF SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKEOR ANY AFFILIATE OF SELLER MAKES ANY REPRESENTATION OR WARRANTY, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMEXPRESS, ANY REPRESENTATIONSSTATUTORY, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS IMPLIED OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR OTHERWISE WITH RESPECT TO THE PROPERTIES. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER, FOR ITSELF AND ITS AFFILIATES, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES ASSOCIATED WITH THE PROPERTIES, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY REGARDING: (I) TITLE, (II) ANY COSTS, EXPENSES, REVENUES, RECEIPTS, ACCOUNTS RECEIVABLE, OR ACCOUNTS PAYABLE, (III) ANY CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA ASSOCIATED WITH THE PROPERTIES, (IV) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF THE PROPERTIES OR TRANSPORTABILITY OF PRODUCT, (V) THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PROPERTIES, (VI) ANY FEDERAL, STATE, LOCAL OR TRIBAL INCOME OR OTHER TAX CONSEQUENCES ASSOCIATED WITH THE PROPERTIES, (VII) THE ABSENCE OF PATENT OR LATENT DEFECTS, (VIII) THE STATE OF REPAIR OF THE PROPERTIES, (IX) MERCHANTABILITY OR CONFORMITY TO MODELS, (X) FITNESS FOR A PARTICULAR PURPOSE AND (XI) PRODUCTION RATES, RECOMPILATION OPPORTUNITIES, DECLINE RATES OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE PROPERTIES. SELLER, FOR ITSELF AND ITS AFFILIATES, EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT ASSOCIATED WITH THE QUALITY, ACCURACY, COMPLETENESS OR MATERIALITY OF THE INFORMATION, DATA AND MATERIALS FURNISHED (WHETHER ELECTRONICALLY, ORALLY, BY VIDEO, IN WRITING OR ANY OTHER MEDIUM, BY COMPACT DISK, IN ANY DATA ROOM, OR OTHERWISE) AT ANY TIME TO BUYER GROUP ASSOCIATED WITH TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING, INFORMATION, DATA OR MATERIALS REGARDING: (A) TITLE TO THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGYPROPERTIES, (B) COSTS, EXPENSES, REVENUES, RECEIPTS, ACCOUNTS RECEIVABLE OR ACCOUNTS PAYABLE ASSOCIATED WITH THE INCOME TO BE DERIVED FROM THE REAL PROPERTYPROPERTIES, (C) CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION ASSOCIATED WITH THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONPROPERTIES, (D) THE COMPLIANCE IF CONTINUED FINANCIAL VIABILITY OR BY PRODUCTIVITY OF THE REAL PROPERTY PROPERTIES, OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS TRANSPORTABILITY OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYPRODUCT, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY ENVIRONMENTAL OR FITNESS FOR A PARTICULAR PURPOSE PHYSICAL CONDITION OF THE REAL PROPERTYPROPERTIES, (F) FEDERAL, STATE, LOCAL OR TRIBAL INCOME OR OTHER TAX CONSEQUENCES ASSOCIATED WITH THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTYPROPERTIES, (G) THE MANNERABSENCE OF PATENT OR LATENT DEFECTS, QUALITY, (H) THE STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYPROPERTIES, OR (HI) ANY OTHER MATTER WITH RESPECT WARRANTY REGARDING MERCHANTABILITY OR CONFORMITY TO MODELS, (J) ANY RIGHTS OF ANY MEMBER OF BUYER GROUP UNDER APPROPRIATE LAWS TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (K) ANY WARRANTY OF FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, (L) WARRANTIES EXISTING UNDER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, (M) ANY WARRANTY REGARDING FITNESS FOR A PARTICULAR PURPOSE, AND (N) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GAS BALANCING INFORMATION OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGPROPERTIES.
Appears in 4 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Imperial Petroleum Inc), Purchase and Sale Agreement (Whittier Energy Corp)
Disclaimer. PURCHASER BUYER UNDERSTANDS THAT RECEIVER IS A COURT-APPOINTED RECEIVER, AND CONSEQUENTLY, RECEIVER HAS LITTLE TO NO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE RECEIVER HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT PRESENT, OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY QUALITY, SQUARE FOOTAGE, OR CONDITION OF THE REAL PROPERTYPURCHASED ASSETS, INCLUDING INCLUDING, WITHOUT LIMITATION, (A) THE WATER, SOIL SOIL, AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYPURCHASED ASSETS, (C) THE SUITABILITY OF THE REAL PROPERTY PURCHASED ASSETS FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER BUYER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY PURCHASED ASSETS OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES ORDINANCES, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY PROFITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTYPURCHASED ASSETS, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS ORDERS, OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS MATERIALS, (AS DEFINED BELOW)G) THE EXISTENCE OF ANY VIEW FROM THE PURCHASED ASSETS OR THAT ANY EXISTING VIEW WILL NOT BE OBSTRUCTED IN THE FUTURE, RADON(H) THE SUFFICIENCY OF ANY DRAINAGE FOR THE PURCHASED ASSETS, MOLD (I) WHETHER THE PURCHASED ASSETS ARE LOCATED WHOLLY OR MILDEWPARTIALLY IN A FLOOD HAZARD AREA OR ANY SIMILAR AREA, (J) THE AVAILABILITY OF PUBLIC UTILITIES AND SERVICES FOR THE PURCHASED ASSETS, OR (K) ANY OTHER MATTER WITH RESPECT TO THE PURCHASED ASSETS; AND BUYER HEREBY WAIVES ANY RIGHT TO MAKE ANY CLAIM BASED ON ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO MAKE ANY CLAIM AGAINST RECEIVER BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS. PURCHASER ADDITIONALLY, NO PERSON ACTING ON BEHALF OF RECEIVER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF BUYER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY, OR PROMISE REGARDING THE PURCHASED ASSETS OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT, OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF RECEIVER SHALL BE VALID OR BINDING UPON RECEIVER UNLESS EXPRESSLY SET FORTH HEREIN. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTYPURCHASED ASSETS, PURCHASER BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY PURCHASED ASSETS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS RECEIVER, AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY PURCHASED ASSETS AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS RECEIVER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY PURCHASED ASSETS OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEWPURCHASED ASSETS. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY PURCHASED ASSETS WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE RECEIVER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE RECEIVER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTYPURCHASED ASSETS, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PURCHASED ASSETS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY PURCHASED ASSETS IS SOLD BY SELLER RECEIVER AND PURCHASED BY PURCHASER BUYER SUBJECT TO THE FOREGOING. BUYER HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AND DEALING WITH PROPERTIES IN RECEIVERSHIP, THAT ENABLES BUYER TO EVALUATE THE MERIT AND RISKS OF THE TRANSACTION CONTEMPLATED HEREBY. BUYER IS NOT IN A DISPARATE BARGAINING POSITION VIS-A-VIS RECEIVER, AND BUYER HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS, BENEFITS AND REMEDIES UNDER CONSUMER PROTECTION LAWS WITH RESPECT TO ANY MATTERS PERTAINING TO THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 4 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKEEXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE ASSIGNMENT, AND THE AGREEMENTS, CERTIFICATES AND OTHER DOCUMENTS TO BE DELIVERED BY SELLER AT OR PRIOR TO THE CLOSING, THE ASSETS ARE TO BE SOLD AND ITS AGENTS SPECIFICALLY NEGATE ACCEPTED BY BUYER AT CLOSING “AS IS, WHERE IS AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS WITH ALL FAULTS.” SELLER MAKES NO WARRANTY OR GUARANTIES REPRESENTATION OF ANY KIND OR CHARACTER WHATSOVERNATURE, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF IMPLIED IN FACT OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWSLAW, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE ORIGIN, QUANTITY, QUALITY, CONDITION OR SAFETY OF ANY EQUIPMENT OR OTHER PERSONAL PROPERTY, TITLE TO PERSONAL OR MIXED PROPERTY, TITLE TO REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION GOVERNMENTAL REGULATIONS OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULESMERCHANTABILITY, REGULATIONSFITNESS FOR ANY PARTICULAR PURPOSES, ORDERS CONDITION, QUANTITY, VALUE OR REQUIREMENTSEXISTENCE OF RESERVES OF OIL, INCLUDING GAS OR OTHER MINERALS PRODUCIBLE OR RECOVERABLE FROM THE EXISTENCE IN LEASES, UNITS OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW)XXXXX, RADONOR OTHERWISE. ALL XXXXX, MOLD PERSONAL OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL MIXED PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF DATA, RECORDS, MACHINERY, EQUIPMENT AND FACILITIES COMPRISING THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED ASSETS OR SITUATED THEREON OR APPURTENANT THERETO, ARE TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD CONVEYED BY SELLER AND PURCHASED ACCEPTED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGBUYER PRECISELY AND ONLY “AS IS, WHERE IS” AND WITHOUT RECOURSE AGAINST SELLER.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Constellation Energy Partners LLC), Purchase and Sale Agreement (Constellation Energy Partners LLC), Purchase and Sale Agreement (Constellation Energy Partners LLC)
Disclaimer. PURCHASER ACKNOWLEDGES SAVE AS EXPRESSLY PROVIDED IN CLAUSE 8, SCHEDULE 1 AND AGREES THAT NEITHER THE OTHER TRANSACTION DOCUMENTS, NO SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKEMAKES ANY WARRANTIES, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY GUARANTEES OR REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL ARISING BY LAW OR WRITTENOTHERWISE, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTYAIRCRAFT, AIRCRAFT INTERESTS OR SHARES OR ANY OF THEM. EACH ISSUER HEREBY WAIVES RELEASES AND SPECIFICALLYRENOUNCES ALL WARRANTIES, THAT OBLIGATIONS AND LIABILITIES OF EACH SELLER NOT EXPRESSLY PROVIDED IN CLAUSE 8, SCHEDULE 1 AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, THE OTHER TRANSACTION DOCUMENTS INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, TO (1) ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED IMPLIED WARRANTY AS TO THE REAL PROPERTY DESCRIPTION, AIRWORTHINESS, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, VALUE, CONDITION, DESIGN, USE OR OPERATION OF THE AIRCRAFT OR ANY PAST PERFORMANCE, COURSE OF DEALING, USAGE OR TRADE OR OTHERWISE, (2) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT (INCLUDING STRICT LIABILITY), AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTYAIRCRAFT, MOLD FOR LOSS OF USE, REVENUE OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED PROFIT WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY AIRCRAFT, FOR ANY LIABILITY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION LESSEE TO ANY THIRD PARTY, FOR ANY LIABILITY OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS THE ISSUERS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTYTHIRD PARTY, OR THE OPERATION THEREOFFOR ANY OTHER DIRECT, FURNISHED BY ANY REAL ESTATE BROKERINCIDENTAL OR CONSEQUENTIAL DAMAGES; AND ALL SUCH WARRANTIES, AGENTGUARANTEES, EMPLOYEEREPRESENTATIONS, SERVANTOBLIGATIONS, AUCTIONEER LIABILITIES, RIGHTS, CLAIMS OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAWREMEDIES, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGEXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY EXCLUDED.
Appears in 3 contracts
Samples: Purchase Agreement (Fly Leasing LTD), Purchase Agreement (Fly Leasing LTD), Purchase Agreement (Fly Leasing LTD)
Disclaimer. PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT NEITHER THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, SELLER NOR ITS AGENTS HAVE MADE AND DO HAS NOT MAKEMADE, AND SELLER SPECIFICALLY NEGATES AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMDISCLAIMS, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, COVENANTS OR AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERREGARDING ANY ASPECT OF THE PROPERTY, WHETHER EXPRESS OR IMPLIEDINCLUDING, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO WITHOUT LIMITATION: (A) THE VALUE, NATURE, QUALITY OR PHYSICAL CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGYTHEREOF, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYTHEREFROM, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES ACTIVITY OR USE WHICH PURCHASER BUYER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY OF THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (HG) ANY OTHER MATTER WITH RESPECT TO COMPLIANCE OF THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE PROPERTY WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN THEREIN, THEREON OR ON THE REAL PROPERTY THEREUNDER OF HAZARDOUS MATERIALS (MATERIALS. ADDITIONALLY, EXCEPT AS DEFINED BELOW)EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, RADONNO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, MOLD AND BY EXECUTION HEREOF BUYER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, WARRANTY, COVENANT OR MILDEWAGREEMENT REGARDING THE PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREIN. PURCHASER FURTHER BUYER ACKNOWLEDGES AND AGREES THAT THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY INVESTIGATIONS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY OTHER THAN INFORMATION PROVIDED OR EXPRESSLY REQUIRED TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER BY SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATIONHEREUNDER. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, LAW THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS HEREIN ARE MADE ON AN ‘AS “AS-IS’ CONDITION AND , WHERE-IS” BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT FURTHERMORE, EXCEPT FOR ANY CLAIM THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL BUYER MAY HAVE AS A RESULT OF THE REAL BREACH BY THE SELLER OF ANY EXPRESS REPRESENTATION OR WARRANTY OF SELLER SET FORTH HEREIN OR IN THE CLOSING DOCUMENTS, BUYER DOES HEREBY RELEASE AND FOREVER DISCHARGE SELLER, ITS DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, LEGAL REPRESENTATIVES, AGENTS AND ASSIGNS, FROM ANY AND ALL ACTIONS, CAUSES OF ACTION, CLAIMS AND DEMANDS FOR, UPON OR BY REASON OF ANY DAMAGE, LOSS OR INJURY WHICH HERETOFORE HAVE BEEN OR WHICH HEREAFTER MAY BE SUSTAINED BY BUYER RESULTING FROM OR ARISING OUT OF THE PRESENCE OF ANY HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONTAMINATION ON OR IN THE VICINITY OF THE PROPERTY, INCLUDING THE SOIL AND/OR GROUNDWATER (HEREINAFTER REFERRED TO AS THE “CLAIMS”). THIS RELEASE APPLIES TO ALL SUCH CLAIMS WHETHER THE ACTIONS CAUSING THE PRESENCE OF HAZARDOUS MATERIALS ON OR IN THE VICINITY OF THE PROPERTY IS SOLD BY SELLER OCCURRED BEFORE OR AFTER THE CLOSING. THIS RELEASE EXTENDS AND PURCHASED BY PURCHASER SUBJECT APPLIES TO, AND ALSO COVERS AND INCLUDES, ALL STATUTORY OR COMMON LAW CLAIMS THE BUYER MAY HAVE AGAINST THE SELLER. THE PROVISIONS OF ANY STATE, FEDERAL, OR LOCAL LAW OR STATUTE PROVIDING IN SUBSTANCE THAT RELEASES SHALL NOT EXTEND TO CLAIMS, DEMANDS, INJURIES OR DAMAGES WHICH ARE UNKNOWN OR UNSUSPECTED TO EXIST AT THE TIME, TO THE FOREGOINGPERSON EXECUTING SUCH RELEASE, ARE HEREBY EXPRESSLY WAIVED. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION OF THIS AGREEMENT.
Appears in 3 contracts
Samples: Real Estate Sale Agreement (Phillips Edison Grocery Center REIT III, Inc.), Real Estate Sale Agreement (Phillips Edison - ARC Shopping Center REIT Inc.), Real Estate Sale Agreement (Hartman Short Term Income Properties XX, Inc.)
Disclaimer. PURCHASER ACKNOWLEDGES AND THE BUYER UNCONDITIONALLY AGREES THAT NEITHER AS BETWEEN THE BUYER AND THE SELLER NOR ITS AGENTS HAVE MADE THE AIRCRAFT IS TO BE SOLD AND DO NOT MAKEBOUGHT IN AN “AS IS WHERE IS” CONDITION AS AT THE DELIVERY DATE AND, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE EXCEPT AS EXPRESSLY SET OUT IN CLAUSE 12, THE DEED)SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER IN RESPECT OF THIS AGREEMENT, PROMISESTHE AIRCRAFT OR ANY OTHER MATTER RELATING TO THIS AGREEMENT OR THE AIRCRAFT AND, COVENANTSEXCEPT AS EXPRESSLY SET OUT IN CLAUSE 12, AGREEMENTS THE SELLER EXPRESSLY DISCLAIMS:
(a) ANY EXPRESS OR GUARANTIES IMPLIED REPRESENTATION OR WARRANTY AS TO CONDITION, DESCRIPTION, AIRWORTHINESS, VALUE, SATISFACTORY QUALITY, DESIGN, QUALITY, DURABILITY, MANUFACTURE OR OPERATION OF ANY KIND OR CHARACTER WHATSOVER, WHETHER NATURE;
(b) ANY EXPRESS OR IMPLIED, ORAL IMPLIED REPRESENTATION OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION WARRANTY OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE REAL PROPERTYAIRCRAFT;
(c) ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO ABSENCE OF LATENT, INHERENT OR OTHER DEFECTS (FWHETHER OR NOT DISCOVERABLE) THE MANNER OR QUALITY AS TO FREEDOM FROM ANY RIGHTFUL CLAIM BY WAY OF INFRINGMENT OF ANY PATENT, COPYRIGHT, DESIGN OR OTHER PROPRIETARY RIGHTS;
(d) ANY IMPLIED REPRESENTATION OR WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; AND
(e) ANY OBLIGATION OR LIABILITY OF THE CONSTRUCTION SELLER ARISING IN CONTRACT OR MATERIALSTORT, IF ANY, INCORPORATED INTO WHETHER OR NOT ARISING FROM THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR NEGLIGENCE OF THE REAL PROPERTYSELLER, ACTUAL OR IMPUTED, OR (HIN STRICT LIABILITY IN RELATION TO ANY OF THE MATTERS REFERRED TO IN CLAUSES 13.1(a) ANY OTHER MATTER TO 13.1(d) OR FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM AIRCRAFT OR ANY REPRESENTATIONS REGARDING COMPLIANCE WITH RISKS RELATING THERETO OR FOR ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION LIABILITY OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR BUYER TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTYTHIRD PARTY OR ANY OTHER DIRECT, MOLD INCIDENTAL, SPECIAL OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES CONSEQUENTIAL DAMAGE WHATSOEVER AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGHOWSOEVER CAUSED.
Appears in 3 contracts
Samples: Aircraft Sale Agreement (Atlas Air Worldwide Holdings Inc), Aircraft Sale Agreement (Atlas Air Worldwide Holdings Inc), Aircraft Sale Agreement (Atlas Air Worldwide Holdings Inc)
Disclaimer. PURCHASER ACKNOWLEDGES THE INFORMATION, CONTENT AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKEDOCUMENTS FROM OR THROUGH THE SITE OR OTHERWISE ARE PROVIDED "AS-IS," "AS AVAILABLE," WITH “ALL FAULTS”, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMALL WARRANTIES, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, INACCURACIES, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE PRODUCTS, SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PASTOBTAINED BY YOU FROM US THROUGH THE SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, PRESENT REPRESENTATION OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE GUARANTEE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE EXPRESSLY STATED IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGAGREEMENT.
Appears in 3 contracts
Samples: Membership Agreement, Membership Agreement, Business Incubator Program Agreement
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, OR ANY OTHER AGREEMENT CONTEMPLATED HEREUNDER, NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKE, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, PARTY MAKES ANY REPRESENTATIONS, REPRESENTATIONS OR EXTENDS ANY WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERKIND, WHETHER EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION AND EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL MERCHANTABILITY AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT, VALIDITY AND ENFORCEABILITY OF PATENTS, OR THE PROSPECTS OR LIKELIHOOD OF DEVELOPMENT OR COMMERCIAL SUCCESS OF PRODUCT. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL REPRESENTATIONS AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, ARE EXPRESSLY EXCLUDED. WITHOUT LIMITING THE FOREGOING, AND WITHOUT LIMITING THE EXPRESS COVENANTS OF THE REAL PROPERTYPARTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION, WARRANTY OR COVENANT, EITHER EXPRESS OR IMPLIED, THAT (FA) THE MANNER IT WILL SUCCESSFULLY DEVELOP, MANUFACTURE, COMMERCIALIZE OR QUALITY OF THE CONSTRUCTION CONTINUE TO DEVELOP, MANUFACTURE OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYCOMMERCIALIZE ANY PRODUCT IN ANY COUNTRY, OR (HB) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TOIF COMMERCIALIZED, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO PRODUCT WILL ACHIEVE ANY HAZARDOUS MATERIALS ON THE REAL PROPERTYPARTICULAR SALES LEVEL, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND WHETHER IN ANY MANNER BY ANY VERBAL INDIVIDUAL COUNTRY OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO CUMULATIVELY THROUGHOUT THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGTERRITORY.
Appears in 2 contracts
Samples: License and Collaboration Agreement (UNITED THERAPEUTICS Corp), License and Collaboration Agreement (Mannkind Corp)
Disclaimer. PURCHASER BUYER UNDERSTANDS THAT RECEIVER IS A COURT-APPOINTED RECEIVER, AND CONSEQUENTLY, RECEIVER HAS LITTLE OR NO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE RECEIVER HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT PRESENT, OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY QUALITY, SQUARE FOOTAGE, OR CONDITION OF THE REAL PROPERTYPURCHASED ASSETS, INCLUDING INCLUDING, WITHOUT LIMITATION, (A) THE WATER, SOIL SOIL, AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYPURCHASED ASSETS, (C) THE SUITABILITY OF THE REAL PROPERTY PURCHASED ASSETS FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER BUYER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY PURCHASED ASSETS OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES ORDINANCES, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY PROFITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTYPURCHASED ASSETS, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS ORDERS, OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS MATERIALS, (AS DEFINED BELOW)G) THE EXISTENCE OF ANY VIEW FROM THE PURCHASED ASSETS OR THAT ANY EXISTING VIEW WILL NOT BE OBSTRUCTED IN THE FUTURE, RADON(H) THE SUFFICIENCY OF ANY DRAINAGE FOR THE PURCHASED ASSETS, MOLD (I) WHETHER THE PURCHASED ASSETS ARE LOCATED WHOLLY OR MILDEWPARTIALLY IN A FLOOD HAZARD AREA OR ANY SIMILAR AREA, (J) THE AVAILABILITY OF PUBLIC UTILITIES AND SERVICES FOR THE PURCHASED ASSETS, OR (K) ANY OTHER MATTER WITH RESPECT TO THE PURCHASED ASSETS; AND BUYER HEREBY WAIVES ANY RIGHT TO MAKE ANY CLAIM BASED ON ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO MAKE ANY CLAIM AGAINST RECEIVER BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS. PURCHASER ADDITIONALLY, NO PERSON ACTING ON BEHALF OF RECEIVER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF BUYER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY, OR PROMISE REGARDING THE PURCHASED ASSETS OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT, OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF RECEIVER SHALL BE VALID OR BINDING UPON RECEIVER UNLESS EXPRESSLY SET FORTH HEREIN. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTYPURCHASED ASSETS, PURCHASER BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY PURCHASED ASSETS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS RECEIVER, AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY PURCHASED ASSETS AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS RECEIVER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY PURCHASED ASSETS OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEWPURCHASED ASSETS. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY PURCHASED ASSETS WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE RECEIVER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE RECEIVER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTYPURCHASED ASSETS, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PURCHASED ASSETS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY PURCHASED ASSETS IS SOLD BY SELLER RECEIVER AND PURCHASED BY PURCHASER BUYER SUBJECT TO THE FOREGOING. BUYER HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AND DEALING WITH PROPERTIES IN RECEIVERSHIP, THAT ENABLES BUYER TO EVALUATE THE MERIT AND RISKS OF THE TRANSACTION CONTEMPLATED HEREBY. BUYER IS NOT IN A DISPARATE BARGAINING POSITION VIS-A-VIS RECEIVER, AND BUYER HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS, BENEFITS AND REMEDIES UNDER CONSUMER PROTECTION LAWS WITH RESPECT TO ANY MATTERS PERTAINING TO THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
Disclaimer. PURCHASER EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, IN THE LEASE AND/OR OTHER CLOSING DOCUMENTS, BUYER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, ; (B) THE WATER, SOIL AND GEOLOGYGEOLOGY OF THE PROPERTY, (BC) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (CD) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER BUYER MAY CONDUCT THEREON, (DE) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (EF) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (FG) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (GH) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (HI) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, AND SPECIFICALLYIN THE LEASE AND/OR OTHER CLOSING DOCUMENTS, THAT SELLER AND ITS AGENTS HAVE HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGMATERIALS.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Speedfam Ipec Inc), Purchase and Sale Agreement (Novellus Systems Inc)
Disclaimer. PURCHASER ACKNOWLEDGES ALL PATENTS, KNOW-HOW, DATA AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKEOTHER INTELLECTUAL PROPERTY RIGHTS, AND SELLER ALL LICENSED PRODUCT AND ITS AGENTS COMPOUND PROVIDED HEREUNDER IS PROVIDED AS-IS. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY WITH REGARD TO ANY PATENT, KNOW-HOW, DATA, LICENSED PRODUCT, COMPOUND OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT EXCEPT AS SPECIFICALLY NEGATE SET FORTH IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTY DISCLAIMS, AND DISCLAIMWAIVES ALL WARRANTIES OF AND TO, ANY REPRESENTATIONSTHE OTHER, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL ARISING BY LAW OR WRITTENOTHERWISE, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUEANY LICENSED PRODUCT, NATUREBIOCRYST INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OR DEALING OR USAGE OF TRADE, AND ANY IMPLIED WARRANTY OF NONINFRINGEMENT. OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNITY OBLIGATIONS, A BREACH OF THE LICENSE GRANTS TO SHIONOGI OR IN CONNECTION WITH AN INDEMNIFYING PARTY’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER RESULTING OR ARISING FROM ANY CAUSE OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTYWHATSOEVER, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER WHETHER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTYTORT, OR THE OPERATION THEREOFCONTRACT OR OTHERWISE, FURNISHED INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS AND LOSS OF SAVINGS, BUSINESS DATA, OR GOODWILL. SHIONOGI’S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES RELATING TO LICENSED PRODUCT OR COMPOUND SUPPLIED BY BIOCRYST SHALL BE REPLACEMENT BY BIOCRYST OF ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGNON-CONFORMING MATERIAL.
Appears in 2 contracts
Samples: License, Development and Commercialization Agreement (Biocryst Pharmaceuticals Inc), License, Development and Commercialization Agreement (Biocryst Pharmaceuticals Inc)
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT OTHER THAN AS PROVIDED IN SECTION 14.02 (FOR 22ND CENTURY) OR 14.03 (FOR BAT), NEITHER SELLER PARTY NOR ITS AGENTS HAVE MADE AND DO NOT MAKEANY OF SUCH PARTY’S AFFILIATES MAKES ANY, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMALL OF THEM DISCLAIM ALL, ANY WARRANTIES, REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES AND CONDITIONS OF ANY KIND OR CHARACTER WHATSOVERKIND, WHETHER EXPRESS OR IMPLIEDIMPLIED OR LEGAL, ORAL OR WRITTENINCLUDING, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATERANY WARRANTIES, SOIL AND GEOLOGYREPRESENTATIONS, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OR CONDITIONS OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WORKMANSHIP OR TITLE OR NON-INFRINGEMENT, NOR IS THERE A WARRANTY, REPRESENTATION, OR CONDITION THAT THE USE OF THE REAL PROPERTYPATENT RIGHTS OR ANY RESEARCH RESULT, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ACTIVITY OF THIS AGREEMENT WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS. IN ADDITION, NOTHING IN THIS AGREEMENT MAY BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY 22ND CENTURY OF THE VALIDITY OF ANY OF THE PATENTS OR THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE PATENT RIGHTS, OR ANY REPRESENTATION, WARRANTY, OR CONDITION BY BAT OR ANY BAT AFFILIATE OF THE VALIDITY, ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF ANY RESEARCH RESULT. 22ND CENTURY HAS NO OBLIGATION, EXPRESS OR IMPLIED, TO SUPERVISE, MONITOR, REVIEW OR OTHERWISE ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY LICENSED PRODUCT BY BAT OR ITS AFFILIATES. 22ND CENTURY HAS NO LIABILITY WHATSOEVER TO BAT OR ANY THIRD PARTIES FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER MATTER LIABILITY INCURRED BY OR IMPOSED UPON BAT OR ANY OTHER PERSON OR ENTITY, ARISING OUT OF OR IN CONNECTION WITH RESPECT TO OR RESULTING FROM THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION USE OF THE REAL PROPERTY AND NOT ON PATENT RIGHTS BY BAT. IN NO EVENT SHALL EITHER PARTY BE LIABLE, REGARDLESS OF THE BASIS OR GROUND OF LIABILITY, FOR ANY INFORMATION PROVIDED INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, SPECIAL, OR TO BE PROVIDED BY SELLER PUNITIVE DAMAGES OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (LOSSES, INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, ANY RIGHT LOST PROFITS AND LOST BUSINESS, WHETHER FORESEEABLE OR CLAIM NOT, EVEN IF IT HAS BEEN ADVISED OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION POSSIBILITY THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF UNDER THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGAGREEMENT.
Appears in 2 contracts
Samples: Research License and Commercial Option Agreement, Research License and Commercial Option Agreement (22nd Century Group, Inc.)
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKEEXCEPT AS EXPRESSLY WARRANTED, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMREPRESENTED OR COVENANTED OTHERWISE IN THIS AGREEMENT, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN OR THE WARANTY SPECIAL WARRANTY OF TITLE AS SET OUT CONTAINED IN THE DEED)CONVEYANCE, PROMISESSELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (AI) SELLER’S TITLE TO ANY OF THE ASSETS, (II) THE VALUECONTENTS, NATURECHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE ASSETS, (III) THE QUANTITY, QUALITY OR CONDITION RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE ASSETS, (IV) ANY ESTIMATES OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, VALUE OF THE WATER, SOIL AND GEOLOGYASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (BV) THE INCOME TO BE DERIVED PRODUCTION OF PETROLEUM SUBSTANCES FROM THE REAL PROPERTYASSETS, OR WHETHER PRODUCTION HAS BEEN CONTINUOUS OR IN PAYING QUANTITIES, (CVI) THE SUITABILITY MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE REAL PROPERTY FOR ASSETS, OR (VII) ANY AND ALL ACTIVITIES AND USES WHICH OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY LAWSDISCUSSION OR PRESENTATION RELATING THERETO, RULESAND EXCEPT AS STATED IN THIS AGREEMENT OR IN THE CONVEYANCE, ORDINANCES FURTHER DISCLAIMS ANY REPRESENTATION OR REGULATIONS WARRANTY, EXPRESS OR IMPLIED, OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY OF THE REAL PROPERTYASSETS, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT PURCHASER SHALL BE DEEMED TO BE OBTAINING THE PURCHASE PRICE ASSETS IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT PURCHASER HAS BEEN ADJUSTED MADE OR CAUSED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY BE MADE SUCH INSPECTIONS AS PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGDEEMS APPROPRIATE.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Emerald Oil, Inc.)
Disclaimer. PURCHASER ACKNOWLEDGES EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT AND AGREES THAT NEITHER SELLER NOR APPLICABLE ORDER FORM, JUNGO AND ITS AGENTS HAVE MADE LICENSORS MAKE NO OTHER WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PRODUCTS OR SERVICES. EXCEPT AS SPECIFIED IN THIS AGREEMENT AND APPLICABLE ORDER FORM, JUNGO AND ITS LICENSORS DO NOT MAKE, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS REPRESENT OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO WARRANT THAT (A) THE VALUE, NATURE, QUALITY OR CONDITION USE OF THE REAL PROPERTYPRODUCTS OR SERVICES WILL BE SECURE, INCLUDING WITHOUT LIMITATIONTIMELY, THE WATERUNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOIL AND GEOLOGYSOFTWARE, SYSTEM OR DATA, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYPRODUCTS OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONSTORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE COMPLIANCE IF ERRORS OR BY THE REAL PROPERTY DEFECTS WILL BE CORRECTED, OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITYPRODUCTS OR SERVICES OR THE SERVER(S) THAT MAKE THE PRODUCTS OR SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, XXXXX MAKES NO WARRANTIES WITH RESPECT TO ANY THIRD PARTY APPLICATIONS OR THIRD PARTY CONTENT, INCLUDING FOR EXAMPLE ANY WARRANTIES REGARDING SYSTEM AVAILABILTIY OR UPTIME. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYPURPOSE, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTYNONINFRINGEMENT OF THIRD PARTY RIGHTS, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSING.
Appears in 2 contracts
Samples: Global Terms and Conditions, Global Terms and Conditions
Disclaimer. PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT NEITHER THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN ANY DOCUMENT DELIVERED BY SELLER NOR ITS AGENTS HAVE MADE AND DO TO BUYER IN CONNECTION WITH THE CLOSING, SELLER HAS NOT MAKEMADE, AND SELLER SPECIFICALLY NEGATES AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMDISCLAIMS, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, COVENANTS OR AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERREGARDING ANY ASPECT OF THE SHOPPING CENTER, WHETHER EXPRESS OR IMPLIEDINCLUDING, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO WITHOUT LIMITATION: (A) THE VALUE, NATURE, QUALITY OR PHYSICAL CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGYTHEREOF, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYTHEREFROM, (C) THE SUITABILITY OF THE REAL PROPERTY SHOPPING CENTER FOR ANY AND ALL ACTIVITIES AND USES ACTIVITY OR USE WHICH PURCHASER BUYER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY COMPLIANCE. OF THE REAL PROPERTY SHOPPING CENTER OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FI1NESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTYSHOPPING CENTER, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYSHOPPING CENTER, OR (HG) ANY OTHER MATTER WITH RESPECT TO COMPLIANCE OF THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE SHOPPING CENTER WITH ANY ENVIRONMENTAL PROTECTION, ,' POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN THEREIN, THEREON OR ON THE REAL PROPERTY THEREUNDER OF HAZARDOUS MATERIALS (MATERIALS. ADDITIONALLY, EXCEPT AS DEFINED BELOW)EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED BY SELLER TO BUYER IN CONNECTION WITH CLOSING, RADONNO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, MOLD AND BY EXECUTION HEREOF BUYER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, WARRANTY, COVENANT OR MILDEWAGREEMENT REGARDING THE SHOPPING CENTER OR THE TRANSACTIONS CONTEMPLATED HEREIN. PURCHASER FURTHER BUYER ACKNOWLEDGES AND AGREES THAT THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTYSHOPPING CENTER, PURCHASER BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY INVESTIGATIONS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER, OTHER THAN INFORMATION EXPRESSLY REQUIRED TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEWHEREUNDER. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS EXCEPT AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT EXPRESSLY SET FORTH HEREIN TO THE MAXIMUM EXTENT PERMITTED BY LAW, LAW THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS HEREIN ARE MADE ON AN ‘AS "AS-IS’ CONDITION AND , WHERE-IS" BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSING OR ANY TERMINATION OF THIS AGREEMENT. FURTHERMORE, EXCEPT FOR ANY CLAIM THE BUYER MAY HAVE AS A RESULT OF THE BREACH BY THE SELLER OF ANY EXPRESS REPRESENTATION OR WARRANTY OF SELLER SET FORTH HEREIN OR IN ANY DOCUMENT DELIVERED BY SELLER TO BUYER IN CONNECTION WITH CLOSING, BUYER DOES HEREBY RELEASE AND FOREVER DISCHARGE SELLER, ITS DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, LEGAL REPRESENTATIVES, AGENTS AND ASSIGNS, FROM ANY AND ALL ACTIONS, CAUSES OF ACTION, CLAIMS AND DEMANDS FOR, UPON OR BY REASON OF ANY DAMAGE, LOSS OR INJURY WHICH HERETOFORE HAVE BEEN OR WHICH HEREAFTER MAY BE SUSTAINED BY BUYER RESULTING FROM OR ARISING OUT OF THE PRESENCE OF ANY HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONTAMINATION ON OR IN THE VICINITY OF THE PROPERTY, INCLUDING THE SOIL AND/OR GROUNDWATER (HEREINAFTER REFERRED TO AS THE "CLAIMS"). THIS RELEASE APPLIES TO ALL SUCH CLAIMS WHETHER THE ACTIONS' CAUSING THE PRESENCE OF HAZARDOUS MATERIALS ON OR IN THE VICINITY OF THE PROPERTY OCCURRED BEFORE OR AFTER THE CLOSING. THIS RELEASE EXTENDS AND APPLIES TO, AND ALSO COVERS AND INCLUDES, ALL STATUTORY OR COMMON LAW CLAIMS THE BUYER MAY HAVE AGAINST THE SELLER. THE PROVISIONS OF ANY STATE; FEDERAL, OR LOCAL LAW OR STATUTE PROVIDING IN SUBSTANCE THAT RELEASES SHALL NOT EXTEND TO CLAIMS, DEMANDS, INJURIES OR DAMAGES WHICH ARE UNKNOWN OR UNSUSPECTED TO EXIST AT THE TIME, TO THE PERSON EXECUTING SUCH RELEASE, ARE HEREBY EXPRESSLY WAIVED.
Appears in 2 contracts
Samples: Real Estate Sale Agreement, Real Estate Sale Agreement (Inland Diversified Real Estate Trust, Inc.)
Disclaimer. PURCHASER ACKNOWLEDGES EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER TRANSACTION DOCUMENT, ORYX EXPRESSLY DISCLAIMS, ON ITS BEHALF AND AGREES THAT NEITHER SELLER NOR ON BEHALF OF ITS AGENTS HAVE MADE AFFILIATES AND DO NOT MAKEREPRESENTATIVES, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, (A) ANY REPRESENTATIONS, REPRESENTATIONS OR WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERNATURE, WHETHER EXPRESS OR IMPLIED, ORAL WITH RESPECT TO SUCH PERSONS AND THEIR AFFILIATES OR WRITTENTHE CONTEMPLATED TRANSACTIONS, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR INCLUDING WITH RESPECT TO (AI) THE VALUEDISTRIBUTION OF OR RELIANCE ON ANY INFORMATION, NATUREDISCLOSURE OR DOCUMENT OR OTHER MATERIAL MADE AVAILABLE TO THE PLAINS PARENTS OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES IN ANY DATA ROOM, QUALITY MANAGEMENT PRESENTATION, CONFIDENTIAL INFORMATION MEMORANDUM OR CONDITION IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE CONTEMPLATED TRANSACTIONS, OR OTHERWISE RELATING IN ANY WAY TO THE ORYX PERMIAN BUSINESS, THE ORYX PERMIAN ASSETS OR THE ORYX GROUP, (II) ANY ESTIMATES OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATIONVALUE OF THE ORYX PERMIAN BUSINESS, THE WATERORYX PERMIAN ASSETS OR THE ORYX GROUP, SOIL (III) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN, MARKETABILITY, PROSPECTS (FINANCIAL OR OTHERWISE) OR RISKS AND GEOLOGYOTHER INCIDENTS OF THE ORYX PERMIAN BUSINESS, THE ORYX PERMIAN ASSETS OR THE ORYX GROUP AND (IV) ANY OTHER DUE DILIGENCE INFORMATION, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYANY REPRESENTATION OR WARRANTY, (C) THE SUITABILITY EXPRESS OR IMPLIED, OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTYOR CONFORMITY TO MODELS OR SAMPLES, AND (FC) THE MANNER ALL LIABILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR QUALITY OF THE CONSTRUCTION INFORMATION MADE AVAILABLE, COMMUNICATED OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, FURNISHED (GORALLY OR IN WRITING) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTYPLAINS PARENTS OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES (INCLUDING OPINION, AND SPECIFICALLYINFORMATION, PROJECTION OR ADVICE THAT SELLER AND ITS AGENTS MAY HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY PLAINS PARENTS OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OF THEIR AFFILIATES OR MILDEWREPRESENTATIVES). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT NOTWITHSTANDING ANYTHING TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND CONTRARY IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAWTHIS AGREEMENT, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION STATEMENTS AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF DISCLAIMERS IN THIS SECTION 5.01 5.20 SHALL EXPRESSLY SURVIVE THE CLOSING.
Appears in 2 contracts
Samples: Merger Agreement (Plains Gp Holdings Lp), Merger Agreement (Plains All American Pipeline Lp)
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKETO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 7.1, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMUNITRENDS MAKES NO WARRANTY, ANY REPRESENTATIONSCONDITION, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)REPRESENTATION, PROMISESTERM, COVENANTS, AGREEMENTS UNDERTAKING OR GUARANTIES GUARANTY OF ANY KIND OR CHARACTER WHATSOVERKIND, WHETHER EXPRESS OR EXPRESS, IMPLIED, ORAL STATUTORY, OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR OTHERWISE WITH RESPECT TO (A) THE VALUESUBJECT MATTER OF THIS AGREEMENT AND THE SERVICES, NATURETHE UNITENDS CLOUD AND DRAAS ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY OF ANY KIND, QUALITY WHETHER EXPRESS, IMPLIED, OR CONDITION STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON INFRINGEMENT. UNITRENDS MAKES NO WARRANTY THAT THE REAL PROPERTYSERVICES, UINTRENDS CLOUD OR DRAAS ARE COMPATIBLE WITH CUSTOMER’S CONTENT, DATA, HARDWARE, SOFTWARE OR OTHER EQUIPMENT OR SYSTEMS, WILL MEET THE NEEDS OR REQUIREMENTS OF CUSTOMER OR ITS USERS, WILL OPERATE IN THE COMBINATIONS THAT MAY BE SELECTED FOR USE BY CUSTOMER OR ITS USERS, WILL BE TIMELY, UNINTERRUPTED, SECURE, ACCURATE, RELIABLE OR ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED. THE SERVICES, UINTRENDS CLOUD AND DRAAS ARE NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE WATERDESIGN, SOIL CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY LIFE SUPPORT OR WEAPONS SYSTEMS. UNITRENDS SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEWSUCH PURPOSES. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SALE UNITREND’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, TERM, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT SERVICES TO SUPPLYING THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGSERVICES AGAIN.
Appears in 2 contracts
Samples: Unitrends Cloud Services Terms and Conditions, Unitrends Cloud Services Terms and Conditions
Disclaimer. PURCHASER Other than the express representations and warranties of Seller set forth in Section 5 and in any other Transfer Document, the Airframe is being sold and assigned hereunder, “AS IS, WHERE IS” and BUYER ACKNOWLEDGES AND AGREES THAT NEITHER THE SELLER NOR ANY OF ITS AGENTS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES OR REPRESENTATIVES HAS MADE OR WILL BE DEEMED TO HAVE MADE AND DO NOT MAKEANY TERM, CONDITION, REPRESENTATION, WARRANTY OR COVENANT EXPRESS OR IMPLIED (WHETHER STATUTORY OR OTHERWISE) AS TO, AND SELLER BUYER HEREBY WAIVES, RELEASES AND ITS AGENTS SPECIFICALLY NEGATE RENOUNCES ANY AND DISCLAIMALL WARRANTIES, OBLIGATIONS AND LIABILITIES, EXPRESS OR IMPLIED (WHETHER STATUTORY OR OTHERWISE) WITH RESPECT TO, (a) THE CAPACITY, AGE, VALUE, QUALITY, DURABILITY, DESCRIPTION (EXCEPT AS TO SERIAL NUMBER), CONDITION (WHETHER OF THE AIRFRAME, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEEDPART THEREOF OR ITS AIRFRAME DOCUMENTS), PROMISESDESIGN, COVENANTSWORKMANSHIP, AGREEMENTS MATERIALS, MANUFACTURE, CONSTRUCTION, OPERATION, DESCRIPTION, STATE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR ANY PARTICULAR USE OR GUARANTIES PURPOSE (INCLUDING THE ABILITY TO OPERATE OR REGISTER THE AIRFRAME OR USE THE AIRFRAME IN ANY OR ALL JURISDICTIONS) OR SUITABILITY OF THE AIRFRAME, OR ANY PART THEREOF, (b) THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, KNOWN OR UNKNOWN, APPARENT OR CONCEALED, EXTERIOR OR INTERIOR, (c) THE ABSENCE OF ANY KIND INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR CHARACTER WHATSOVEROTHER INTELLECTUAL PROPERTY RIGHTS, WHETHER (d) ANY IMPLIED WARRANTY ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE OR (e) ANY OTHER REPRESENTATIONS OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTYAIRFRAME OR ANY PART THEREOF OR ITS AIRFRAME DOCUMENTS, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED, IT BEING UNDERSTOOD THAT NOTHING HEREIN WILL BE DEEMED TO LIMIT THE BUYER FROM AVAILING ITSELF OF ANY WARRANTIES, COVENANTS, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM REPRESENTATIONS OF ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGMANUFACTURER.
Appears in 2 contracts
Samples: Purchase Agreement (Air T Inc), Purchase Agreement (Air T Inc)
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKEEXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER TRANSACTION DOCUMENT, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND THE PLAINS PARTIES EXPRESSLY DISCLAIM, ON THEIR BEHALF AND ON BEHALF OF THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, (A) ANY REPRESENTATIONS, REPRESENTATIONS OR WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERNATURE, WHETHER EXPRESS OR IMPLIED, ORAL WITH RESPECT TO SUCH PERSONS AND THEIR AFFILIATES OR WRITTENTHE CONTEMPLATED TRANSACTIONS, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR INCLUDING WITH RESPECT TO (AI) THE VALUEDISTRIBUTION OF OR RELIANCE ON ANY INFORMATION, NATUREDISCLOSURE OR DOCUMENT OR OTHER MATERIAL MADE AVAILABLE TO MIDDLE CADENCE, QUALITY ORYX OR CONDITION ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES IN ANY DATA ROOM, MANAGEMENT PRESENTATION, CONFIDENTIAL INFORMATION MEMORANDUM OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE CONTEMPLATED TRANSACTIONS, OR OTHERWISE RELATING IN ANY WAY TO THE PLAINS PERMIAN BUSINESS, THE PLAINS PERMIAN ASSETS, OR THE COMPANY GROUP, (II) ANY ESTIMATES OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATIONVALUE OF THE PLAINS PERMIAN BUSINESS, THE WATERPLAINS PERMIAN ASSETS, SOIL OR THE COMPANY GROUP, (III) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN, MARKETABILITY, PROSPECTS (FINANCIAL OR OTHERWISE) OR RISKS AND GEOLOGYOTHER INCIDENTS OF THE PLAINS PERMIAN BUSINESS, THE PLAINS PERMIAN ASSETS OR THE COMPANY GROUP AND (IV) ANY OTHER DUE DILIGENCE INFORMATION, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYANY REPRESENTATION OR WARRANTY, (C) THE SUITABILITY EXPRESS OR IMPLIED, OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES, AND (C) ALL LIABILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE AVAILABLE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO MIDDLE CADENCE, ORYX OR ANY OF THE REAL PROPERTYTHEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING OPINION, (F) THE MANNER INFORMATION, PROJECTION OR QUALITY ADVICE THAT MAY HAVE BEEN PROVIDED TO MIDDLE CADENCE, ORYX OR ANY OF THE CONSTRUCTION THEIR RESPECTIVE AFFILIATES OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT REPRESENTATIVES). NOTWITHSTANDING ANYTHING TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE CONTRARY IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAWTHIS AGREEMENT, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION STATEMENTS AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF DISCLAIMERS IN THIS SECTION 5.01 4.18 SHALL EXPRESSLY SURVIVE THE CLOSING.
Appears in 2 contracts
Samples: Merger Agreement (Plains Gp Holdings Lp), Merger Agreement (Plains All American Pipeline Lp)
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY SPECIAL WARRANTY OF TITLE AS SET OUT IN THE DEED, AS DEFINED BELOW), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW)) OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, RADONNO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, MOLD AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR MILDEWPROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘"AS IS’ " CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. PURCHASER HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, SAVE AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES AND COURT COSTS) IN ANY WAY RELATING TO, OR IN CONNECTION WITH OR ARISING OUT OF PURCHASER'S ACQUISITION, OWNERSHIP, LEASING, USE, OPERATION, MAINTENANCE AND MANAGEMENT OF THE PROPERTY. THE PROVISIONS OF THIS SECTION 5.01 6 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Murray Income Properties Ii LTD), Purchase and Sale Agreement (Murray Income Properties I LTD)
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.4 ABOVE, PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY SPECIAL WARRANTY OF TITLE AS SET OUT IN THE DEED, AS DEFINED BELOW), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR OF MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW)) OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY ADDITIONALLY, RADONNO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, MOLD AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR MILDEWPROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘ANY "AS IS’ " CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER PURCHASER, SUBJECT TO THE FOREGOING. PURCHASER HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, SAVE AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES AND COURT COSTS) IN ANY WAY RELATING TO, OR IN CONNECTION WITH OR ARISING OUT OF PURCHASER'S ACQUISITION, OWNERSHIP, LEASING, USE, OPERATION, MAINTENANCE AND MANAGEMENT OF THE PROPERTY. THE PROVISIONS OF THIS SECTION 5.01 4 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cornerstone Realty Income Trust Inc)
Disclaimer. PURCHASER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND OR USES WHICH PURCHASER THAT BUYER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALSOF MATERIAL, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS MATERIALS, OR (AS DEFINED BELOW)I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, RADONNO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, MOLD AND BY EXECUTION HEREOF BUYER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR MILDEWPROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE, IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID AND BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND AT THE CLOSING BUYER AGREES TO ACCEPT THE REAL PROPERTY AT THE CLOSING AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS REPRESENTATION AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATIONINFORMATION EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, PROPERTY OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER BUYER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 PARAGRAPH SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Argos Therapeutics Inc)
Disclaimer. PURCHASER ACKNOWLEDGES EXCEPT FOR (AND AGREES THAT NEITHER WITHOUT LIMITING) THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER NOR ITS AGENTS HAVE MADE IN THIS ARTICLE IV (INCLUDING THE RELATED PORTIONS OF THE DISCLOSURE LETTER) AND DO NOT MAKEIN THE DEEDS, THE ASSETS ARE SOLD “AS IS, WHERE IS”. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN SELLER’S REPRESENTATIONS AND WARRANTIES IN THIS ARTICLE IV (INCLUDING THE RELATED PORTION OF THE DISCLOSURE LETTER) AND IN THE DEEDS, SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, THE SELLER COMPANIES MAKE NO REPRESENTATIONS OR WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, NATURE (WHETHER EXPRESS OR IMPLIED), ORAL AT LAW OR WRITTENIN EQUITY, PASTWITH RESPECT TO THE ASSETS, THE OPERATIONS, OR THE ASSUMED LIABILITIES, AND EACH SELLER COMPANY EXPRESSLY DISCLAIMS ANY SUCH OTHER WARRANTIES (EXPRESS OR IMPLIED), INCLUDING AS TO THEIR (A) TITLE, (B) ABSENCE OF PATENT OR LATENT DEFECTS, (C) SAFETY, (D) STATE OF REPAIR, (E) QUALITY, (F) MERCHANTABILITY, (G) FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR A PARTICULAR USE OR PURPOSE OR ANY USE OR PURPOSE WHATSOEVER, (H) COMPLIANCE WITH APPLICABLE LAWS, (I) ENVIRONMENTAL OR PHYSICAL CONDITION (SURFACE AND SUBSURFACE), (J) FEDERAL, STATE OR LOCAL INCOME OR OTHER TAX CONSEQUENCES, AND (K) CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA, OR FINANCIAL VIABILITY, INCLUDING PRESENT OR FUTUREFUTURE VALUE OR ANTICIPATED INCOME OR PROFITS. THE SELLER COMPANIES DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, OFWARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (WHETHER ORALLY, IN WRITING, ELECTRONICALLY OR BY OR THROUGH ANY OTHER MEDIUM) TO BUYER OR ITS REPRESENTATIVES, INCLUDING WITH RESPECT TO THE SELLER COMPANIES, THE ASSETS (INCLUDING ANY LIABILITIES, OWNERSHIP, LEASE, MAINTENANCE, OR OPERATION THEREOF), OR THE ASSUMED LIABILITIES. FURTHER, EXCEPT FOR (AND WITHOUT LIMITING) THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS ARTICLE IV (INCLUDING THE RELATED PORTIONS OF THE DISCLOSURE LETTER), THE QUALITY, ACCURACY OR COMPLETENESS OF ANY FILES, RECORDS, BOOKS AND RECORDS (INCLUDING REFINERY BOOKS AND RECORDS) OR OPERATING MANUALS CONVEYED AS TOPART OF THE ASSETS, CONCERNING AND BUYER’S SUBSEQUENT USE OF SUCH MATERIALS SHALL BE AT BUYER’S OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER COMPANIES MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY THIRD PARTY BENEFICIARY RIGHTS OR OTHER RIGHTS WHICH BUYER MIGHT CLAIM UNDER ANY STUDIES, REPORTS, TESTS OR ANALYSES PREPARED BY ANY THIRD PARTIES FOR THE SELLER COMPANIES OR ANY OF THEIR AFFILIATES, EVEN IF THE SAME WERE MADE AVAILABLE FOR REVIEW BY BUYER OR ITS AGENTS, REPRESENTATIVES OR CONSULTANTS. MOREOVER, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE IN THIS ARTICLE IV AND THE SHELL REFINERY PROCESS LICENSE AGREEMENT AND THE SHELL SOFTWARE LICENSE AGREEMENT, THE SELLER COMPANIES MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSING.
Appears in 1 contract
Disclaimer. PURCHASER ACKNOWLEDGES EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 13.2 HEREOF AND AGREES THAT NEITHER ELSEWHERE HEREIN, OR IN THE DEED AND OTHER CONVEYANCE DOCUMENTS, SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, ; (B) THE WATER, SOIL AND GEOLOGYGEOLOGY OF THE PROPERTY, (BC) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (CD) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER BUYER MAY CONDUCT THEREON, (DE) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (EF) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) G} THE MANNER OR QUALITY OF THE -8- CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (GI) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (HI) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT . SELLER AND ITS AGENTS HAVE HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEWMATERIALS. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY THE WRITTEN INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR AND ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEWMANAGEMENT COMPANY. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY CERTAIN INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM AND PREPARED BY A VARIETY OF SOURCES OTHER THAN SELLER AND ITS MANAGEMENT COMPANY AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSONPERSON OR BY ANY REPORTS, INVESTIGATIONS OR SURVEYS PREPARED BY PERSONS OTHER THAN SELLER OR ITS MANAGEMENT COMPANY. PURCHASER BUYER AGREES, AT THE CLOSING, TO ACCEPT THE PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION, EXCEPT SELLER HEREBY UNCONDITIONALLY AND IRREVOCABLY ASSIGNS ANY RIGHT, INCLUDING THE RIGHT OF CONTRIBUTION, IT MAY HAVE TO BUYER) ARISING FROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘"AS IS’ ", "WHERE IS" CONDITION AND BASIS "WITH ALL FAULTS". IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER BUYER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 7.1 SHALL SURVIVE THE CLOSING.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Apple Residential Income Trust Inc)
Disclaimer. PURCHASER ACKNOWLEDGES ASSIGNEES ACKNOWLEDGE AND AGREES AGREE THAT NEITHER SELLER NOR ITS AGENTS ASSIGNORS HAVE MADE AND NOT MADE, DO NOT MAKE, MAKE AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIM ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIEDIMPLIED (INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE), ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE ASSIGNED RIGHTS OR FUTURE PERFORMANCE OF THE ASSIGNED RIGHTS OR COLLATERAL RELATING THERETO INCLUDING WITHOUT LIMITATION THE FOLLOWING: (Aa) THE VALUEBORROWER'S, NATURE, QUALITY BLUESTEM'S OR CONDITION ANY QUEST PLEDGOR'S TITLE TO THE PROPERTIES REFERRED TO ABOVE OR IN ANY OF THE REAL PROPERTYEXISTING LOAN DOCUMENTS; (b) THE ACCURACY OF THE PROPERTY DESCRIPTION OR OF ANY RECORDING OR OTHER INFORMATION STATED, INCLUDING WITHOUT LIMITATIONRECITED OR REFERRED TO ABOVE OR IN ANY OF THE EXISTING LOAN DOCUMENTS; (c) THE VALIDITY, ENFORCEABILITY OR PRIORITY OF THE NOTES, THE WATEROTHER EXISTING LOAN DOCUMENTS OR THE OUTSTANDING HEDGE AGREEMENTS, SOIL AND GEOLOGY, THE LIENS OR THE COLLECTIBILITY OF THE LOANS RELATED THERETO; (Bd) THE INCOME EXISTENCE OR BASIS FOR ANY CLAIM, COUNTERCLAIM, DEFENSE OR OFFSET RELATING TO BE DERIVED FROM THE REAL PROPERTY, (C) EXISTING DEBT OR THE SUITABILITY COMPLIANCE OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION EXISTING DEBT WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR OTHER BODY, ; (Ee) THE HABITABILITYLEGAL, MERCHANTABILITYFINANCIAL OR OTHER CAPACITY, MARKETABILITY, PROFITABILITY CONDITION OR FITNESS FOR A PARTICULAR PURPOSE STATUS OF THE REAL PROPERTYMAKER OR ANY OTHER OBLIGOR, GUARANTOR OR SURETY ON THE NOTES; (Ff) THE MANNER ECONOMIC, ENVIRONMENTAL OR QUALITY OTHER VALUE, CONDITION OR STATUS OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, ANY COLLATERAL; AND (Gg) THE MANNERPRESENCE ON OR DISCHARGE OR EMISSION FROM SUCH PROPERTY OR OTHER COLLATERAL, QUALITYWHETHER NOW OR IN THE PAST, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS SUBSTANCES (AS DEFINED BELOWIN THE REVOLVER CREDIT AGREEMENT), RADON, MOLD OR MILDEW. PURCHASER ASSIGNEES FURTHER ACKNOWLEDGES ACKNOWLEDGE AND AGREES AGREE THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTYASSIGNED RIGHTS AND COLLATERAL RELATING THERETO, PURCHASER IS ASSIGNEES ARE RELYING SOLELY ON ITS THEIR OWN INVESTIGATION OF THE REAL PROPERTY INVESTIGATIONS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGASSIGNORS.
Appears in 1 contract
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEEDDEFINED BELOW), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW)) OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, RADONNO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, MOLD AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR MILDEWPROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. EXCEPT AS SET FORTH HEREIN, SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. EXCEPT AS SET FORTH HEREIN, PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘"AS IS’ " CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. EXCEPT AS PROVIDED IN SECTION 10.2 HEREOF, PURCHASER HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, SAVE AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES AND COURT COSTS) IN ANY WAY RELATING TO, OR IN CONNECTION WITH OR ARISING OUT OF PURCHASER'S ACQUISITION, OWNERSHIP, LEASING, USE, OPERATION, MAINTENANCE AND MANAGEMENT OF THE PROPERTY. THE PROVISIONS OF THIS SECTION 5.01 5 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 1 contract
Disclaimer. PURCHASER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND OR USES WHICH PURCHASER THAT BUYER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYG O V E R N M E N TA L A U T H O R I T Y O R B O D Y, (E( E ) THE HABITABILITYT H E H A B I TA B I L I T Y, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALSOF MATERIAL, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS MATERIALS, OR (AS DEFINED BELOW)I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, RADONNO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, MOLD AND BY EXECUTION HEREOF BUYER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR MILDEWPROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE, IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID AND BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND AT THE CLOSING BUYER AGREES TO ACCEPT THE REAL PROPERTY AT THE CLOSING AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS REPRESENTATION AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATIONINFORMATION EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, PROPERTY OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER BUYER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 PARAGRAPH SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Disclaimer. PURCHASER ACKNOWLEDGES EXCEPT FOR (AND AGREES THAT NEITHER WITHOUT LIMITING) THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKE, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES IN THIS ARTICLE IV (OTHER THAN INCLUDING THE WARANTY RELATED PORTIONS OF TITLE AS SET OUT IN THE DEEDDISCLOSURE LETTER), PROMISESTHE ASSETS ARE SOLD “AS IS, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHERE IS” AND ALL REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR IMPLIED, ORAL AT LAW OR WRITTENIN EQUITY, PASTAS TO SELLER, THE ASSETS, THE ASSUMED LIABILITIES, OPERATIONS OF THE ASSETS AND THE BUSINESS ASSOCIATED WITH THE ASSETS ARE EXCLUDED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN SELLER’S REPRESENTATIONS AND WARRANTIES IN ARTICLE IV (INCLUDING THE RELATED PORTION OF THE DISCLOSURE LETTER) OR INCLUDED ANY OTHER CLOSING DOCUMENT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE (WHETHER EXPRESS OR IMPLIED), AT LAW OR IN EQUITY, WITH RESPECT TO ANY SELLER COMPANY, THE ASSETS, THE OPERATIONS, OR THE ASSUMED LIABILITIES, AND EACH SELLER COMPANY EXPRESSLY DISCLAIMS ANY SUCH OTHER WARRANTIES (EXPRESS OR IMPLIED), INCLUDING AS TO THEIR (A) TITLE, (B) ABSENCE OF PATENT OR LATENT DEFECTS, (C) SAFETY, (D) STATE OF REPAIR, (E) QUALITY, (F) MERCHANTABILITY, (G) FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR A PARTICULAR USE OR PURPOSE OR ANY USE OR PURPOSE WHATSOEVER, (H) COMPLIANCE WITH APPLICABLE LAWS, (I) ENVIRONMENTAL OR PHYSICAL CONDITION (SURFACE AND SUBSURFACE), (J) FEDERAL, STATE OR LOCAL INCOME OR OTHER TAX CONSEQUENCES, (K) CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA, OR FINANCIAL VIABILITY, INCLUDING PRESENT OR FUTUREFUTURE VALUE OR ANTICIPATED INCOME OR PROFITS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY OTHER CLOSING DOCUMENT, OFSELLER AND THE OTHER SELLER COMPANIES DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (WHETHER ORALLY, IN WRITING, ELECTRONICALLY OR BY OR THROUGH ANY OTHER MEDIUM) TO BUYER OR ITS REPRESENTATIVES, INCLUDING WITH RESPECT TO THE SELLER COMPANIES, THE ASSETS (INCLUDING ANY LIABILITIES, OWNERSHIP, LEASE, MAINTENANCE, OR OPERATION THEREOF), OR THE ASSUMED LIABILITIES. FURTHER THE QUALITY, ACCURACY OR COMPLETENESS OF ANY FILES, RECORDS, BOOKS AND RECORDS (INCLUDING REFINERY BOOKS AND RECORDS) OR OPERATING MANUALS CONVEYED AS TOPART OF THE ASSETS, CONCERNING AND BUYER’S SUBSEQUENT USE OF SUCH MATERIALS SHALL BE AT BUYER’S OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN SELLER’S REPRESENTATION AND WARRANTIES IN ARTICLE IV (INCLUDING THE RELATED PORTION OF THE DISCLOSURE LETTER) OR INCLUDED ANY OTHER CLOSING DOCUMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY THIRD PARTY BENEFICIARY RIGHTS OR OTHER RIGHTS WHICH BUYER MIGHT CLAIM UNDER ANY STUDIES, REPORTS, TESTS OR ANALYSES PREPARED BY ANY THIRD PARTIES FOR THE SELLER COMPANIES OR ANY OF THEIR AFFILIATES, EVEN IF THE SAME WERE MADE AVAILABLE FOR REVIEW BY BUYER OR ITS AGENTS, REPRESENTATIVES OR CONSULTANTS. MOREOVER, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SET FORTH IN SECTION 4.16 (INCLUDING THE RELATED PORTION OF THE DISCLOSURE LETTER), SELLER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING OR WITH RESPECT TO INTELLECTUAL PROPERTY IN THIS AGREEMENT. EXCEPT AS SET FORTH IN SECTION 4.16 (A) INCLUDING THE VALUE, NATURE, QUALITY OR CONDITION RELATED PORTION OF THE REAL PROPERTYDISCLOSURE LETTER), INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF REPRESENTATIONS OR BY THE REAL PROPERTY WARRANTIES REGARDING OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO INTELLECTUAL PROPERTY ARE SET FORTH IN THE REAL PROPERTY, INTELLECTUAL PROPERTY LICENSE AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN SELLER’S REPRESENTATIONS AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, WARRANTIES IN ARTICLE IV (INCLUDING THE EXISTENCE RELATED PORTION OF THE DISCLOSURE LETTER) OR INCLUDED ANY OTHER CLOSING DOCUMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY IN RESPECT OF THE Sale and Purchase Agreement ACCURACY OR ON COMPLETENESS OF ANY OF ANY FILES, RECORDS, BOOKS AND RECORDS (INCLUDING THE REAL PROPERTY REFINERY BOOKS AND RECORDS) OR OPERATING MANUALS CONVEYED AS PART OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEWTHE ASSETS. PURCHASER FURTHER BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION NONE OF THE REAL PROPERTY DOCUMENTS, INFORMATION OR OTHER MATERIALS PROVIDED TO BUYER AT ANY TIME OR IN ANY FORMAT BY THE SELLER COMPANIES OR ANY OF THEIR AFFILIATES CONSTITUTE LEGAL ADVICE, AND NOT ON BUYER WAIVES ALL RIGHTS TO ASSERT THAT IT RECEIVED ANY INFORMATION PROVIDED LEGAL ADVICE FROM ANY SELLER COMPANY OR TO BE PROVIDED BY SELLER ANY OF THEIR RESPECTIVE AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS COUNSEL, OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, THAT IT HAD ANY RIGHT OR CLAIM SORT OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ATTORNEY-CLIENT RELATIONSHIP WITH ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGPERSONS.
Appears in 1 contract
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE VIII ABOVE, PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY SPECIAL WARRANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW)) OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, RADONNO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, MOLD AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR MILDEWPROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS HAS BEEN OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF OR SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘AS "AS IS’ " CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. PURCHASER HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, SAVE AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES AND COURT COSTS) IN ANY WAY RELATING TO, OR IN CONNECTION WITH OR ARISING OUT OF PURCHASER'S ACQUISITION, OWNERSHIP, LEASING, USE, OPERATION, MAINTENANCE AND MANAGEMENT OF THE PROPERTY. THE PROVISIONS OF THIS SECTION 5.01 ARTICLE IX SHALL SURVIVE THE CLOSINGTIIE CLOSING OR ANY TERMINATION HEREOF.
Appears in 1 contract
Samples: Purchase Contract (Cornerstone Realty Income Trust Inc)
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS EXECUTED BY SELLER, PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR PHYSICAL CONDITION OF THE REAL PROPERTYPROJECT, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYPROJECT, (C) THE SUITABILITY OF THE REAL PROPERTY PROJECT FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY PROJECT OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTYPROJECT, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTYPROJECT, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYPROJECT, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY PROJECT OF HAZARDOUS MATERIALS OR (AS DEFINED BELOW)I) ANY OTHER MATTER WITH RESPECT TO THE PROJECT. THE FOREGOING RELEASE SHALL NOT EXTEND TO, RADONAND SHALL EXPRESSLY EXCLUDE, MOLD CLAIMS ARISING FROM (I) SELLER'S BREACH OF THE EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS AND OBLIGATIONS (INCLUDING INDEMNITY OBLIGATIONS) UNDER THIS AGREEMENT AND SELLER'S CLOSING DOCUMENTS WHICH EXPRESSLY SURVIVE THE CLOSING. THE FOREGOING RELEASE SHALL ALSO IN NO EVENT BE DEEMED TO ESTABLISH ANY OBLIGATION OR MILDEWIMPLIED OBLIGATION FOR PURCHASER TO INDEMNIFY SELLER WITH RESPECT TO THE AFOREMENTIONED RELEASED MATTERS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UPON THE CLOSING, PURCHASER HEREBY WAIVES ANY RIGHT TO MAKE ANY CLAIM BASED ON ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO MAKE ANY CLAIM AGAINST SELLER BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS. ADDITIONALLY, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE REGARDING THE PROJECT OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTYPROJECT, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY PROJECT AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY PROJECT AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY PROJECT OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEWPROJECT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY PROJECT WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSING.THE
Appears in 1 contract
Samples: Purchase and Sale Agreement
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKE, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) CLAIMS BETWEEN THE VALUEPARTIES, NATURENEITHER PARTY, QUALITY ITS AFFILIATES OR CONDITION OF SUBCONTRACTORS NOR THEIR RESPECTIVE AGENTS OR EMPLOYEES SHALL BE LIABLE TO THE REAL PROPERTYOTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTIAL OR CONSEQUENTIAL LOSSES OR DAMAGES INCURRED BY EITHER PARTY OR ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS THAT MAY RESULT FROM ANY RIGHT ACTION OR INACTION OF THE OTHER PARTY OR FROM THE BREACH OF THIS AGREEMENT, OR COLLATERAL CONTRACT, REGARDLESS WHETHER THE CLAIM IS IN CONTRACT OR TORT, EVEN IF THE LOSSES OR DAMAGES ARISE OUT OF CONTRIBUTION) DIRECT OR INDIRECT, ACUTAL OR ALLEGED SOLE, JOINT, CONCURRENT, COMPARATIVE, CONTRIBUTORY, ACTIVE OR PASSIVE NEGLIGENCE, BREACH OF CONTRACT, OR OTHER LEGAL THEORY, AND REGARDLESS OF THE FAULT OF SUCH PARTY OR ANY THIRD PARTY FAULT. CONTRACTOR AND ITS PARENT, SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SERVANTS, SUBCONTRACTORS, LEGAL REPRESENTATIVES, SUCCESSORS, ASSIGNS AND INSURERS SHALL HAVE NO LIABILITY WHATSOEVER FOR THE SERVICES PROVIDED BY THEM TO CITIZENS UNDER THIS AGREEMENT UNLESS SUCH SERVICES OR SCOPE OF SERVICES ARE PROVIDED IN A MANNER WHICH WOULD EVIDENCE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF CONTRACTOR OR ITS EMPLOYEES, AGENTS, SERVANTS OR SUBCONTRACTORS. NO ACT OR OMISSION WHICH MAY BE THE RESULT OF AN ERROR OF JUDGMENT OR MISTAKE MADE IN GOOD FAITH SHALL BE CONSIDERED GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR OTHERWISE, THE AGGREGATE AMOUNT OF CONTRACTOR'S LIABILITY TO CITIZENS FOR ALL CLAIMS OF CITIZENS OF ANY KIND WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE FOR ANY AND ALL LOSSES OR DAMAGES, OR OTHER SUCH LIABILITIES, ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON PERFORMANCE OF THE REAL PROPERTY, MOLD OR MILDEWSERVICES SHALL IN NO EVENT EXCEED THE AMOUNT OF THE FEES RECEIVED BY CONTRACTOR FOR THE CONTRACTED SERVICES. PURCHASER FURTHER ACKNOWLEDGES AND CITIZENS AGREES THAT ANY INFORMATION PROVIDED OR THE COMPENSATION PAID TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY CONTRACTOR HEREUNDER REFLECTS THIS LIMITATION OF SOURCES LIABILITY AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION DISCLAIMER OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGWARRANTIES.
Appears in 1 contract
Samples: Service Agreement
Disclaimer. PURCHASER ACKNOWLEDGES ENDO AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE PENWEST ARE LICENSING THE LICENSED PATENTS TO IMPAX ON AN “AS IS” BASIS. ENDO AND DO NOT MAKEPENWEST MAKE NO WARRANTIES EITHER EXPRESS OR IMPLIED OF ANY KIND, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMHEREBY EXPRESSLY DISCLAIM ANY WARRANTIES, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS REPRESENTATIONS OR GUARANTIES GUARANTEES OF ANY KIND AS TO THE LICENSED PATENTS AND THE SUBJECT OF ANY LICENSE OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT COVENANT NOT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTYXXX HEREUNDER, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT WARRANTIES OF MERCHANTABILITY, FITNESS, ADEQUACY OR CLAIM SUITABILITY FOR A PARTICULAR PURPOSE, USE OR RESULT, AND ANY WARRANTIES OF CONTRIBUTION) FREEDOM OF INFRINGEMENT OF ANY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER PROPRIETARY RIGHTS. NEITHER ENDO, PENWEST, NOR ANY EMPLOYEE OR AGENT OF EITHER OF THEM, SHALL HAVE ANY LIABILITY TO IMPAX, OR ITS AFFILIATES, OR ANY OTHER PERSON ARISING FROM OR RELATED OUT OF THE USE OF THE LICENSED PATENTS, INCLUDING TO THE REAL PROPERTY LACK OF MERCHANTABILITY, INADEQUACY OR UNSUITABILITY OF THE LICENSED PATENTS FOR ANY PARTICULAR PURPOSE OR TO PRODUCE ANY HAZARDOUS MATERIALS ON PARTICULAR RESULT, OR FOR ANY LATENT DEFECTS THEREIN. ENDO AND PENWEST AND THEIR AFFILIATES, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS SHALL NOT BE LIABLE IN ANY WAY WHATSOEVER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY IMPAX OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, INCLUDING LOST PROFITS OR BUSINESS REVENUE OR OTHER ECONOMIC LOSS OF ANY KIND WHATSOEVER, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE OR ENDO, PENWEST OR THEIR AFFILIATES, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS HAVE BEEN ADVISED OF THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION POSSIBILITY OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGDAMAGES.
Appears in 1 contract
Samples: Settlement and License Agreement (Penwest Pharmaceuticals Co)
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER THAT, EXCEPT AS SET FORTH IN SECTION 5.3, SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT CONTAMINATION LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS MATERIALS, (AS DEFINED BELOW)I) THE SUBMISSION ITEMS OR OTHER INSPECTION MATERIALS, RADONOR (J) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, MOLD NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR MILDEWPROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE, IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY PROPERTY, AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AT THE CLOSING AND WAIVE AND RELEASE ALL OBJECTIONS OR OBJECTIONS, SUITS, CAUSES OF ACTION, DAMAGES, LIABILITIES, LOSSES, DEMANDS, PROCEEDINGS, EXPENSES AND CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, CURRENCY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL ORAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, CONSULTANT, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSING.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Washington Prime Group, L.P.)
Disclaimer. PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES GUARANTEES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, ; (B) THE WATER, SOIL AND GEOLOGYGEOLOGY OF THE PROPERTY, (BC) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (CD) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER BUYER MAY CONDUCT THEREON, (DE) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY APPLICABLE LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (EF) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (FG) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (GH) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, (I) THE ELEVATION OF ALL OR ANY PORTION OF THE PROPERTY OR ANY FLOOD RISKS ASSOCIATED WITH THE PROPERTY, OR (HJ) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT . SELLER AND ITS AGENTS HAVE HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEWMATERIALS. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER BUYER AGREES, AT THE CLOSING, TO ACCEPT THE PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ”, “WHERE IS” CONDITION AND BASIS “WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. .” THE PROVISIONS OF THIS SECTION 5.01 7.1 SHALL SURVIVE THE CLOSING.
Appears in 1 contract
Samples: Offer to Purchase Real Property
Disclaimer. PURCHASER ACKNOWLEDGES EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH OF THE PARTIES EXPRESSLY DISCLAIMS ANY AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ALL REPRESENTATIONS AND DO NOT MAKE, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERKIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) INCLUDING THE VALUE, NATURE, QUALITY OR CONDITION WARRANTIES OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITYDESIGN, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, VALIDITY, OR ENFORCEABILITY OF THEIR RESPECTIVE INTELLECTUAL PROPERTY RIGHTS, AND NONINFRINGEMENT OF THE REAL PROPERTYINTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, (F) ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICES, IN ALL CASES WITH RESPECT THERETO. WITHOUT LIMITING THE MANNER FOREGOING, THE PARTIES AGREE THAT THE MILESTONE EVENTS AND NET SALES LEVELS SET FORTH IN THIS AGREEMENT OR QUALITY OF THAT HAVE OTHERWISE BEEN DISCUSSED BY THE CONSTRUCTION PARTIES ARE MERELY INTENDED TO DEFINE THE MILESTONE PAYMENTS AND ROYALTY OBLIGATIONS IF SUCH MILESTONE EVENTS OR MATERIALSNET SALES LEVELS ARE ACHIEVED. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, THAT IT WILL BE ABLE TO SUCCESSFULLY ADVANCE ANY LICENSED PRODUCT OR RESEARCH, DEVELOP, ACHIEVE REGULATORY APPROVAL FOR, MANUFACTURE, COMMERCIALIZE OR OTHERWISE EXPLOIT ANY LICENSED PRODUCT OR, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLYCOMMERCIALIZED, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION PARTICULAR SALES LEVEL OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION PROFIT OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGLICENSED PRODUCT WILL BE ACHIEVED.
Appears in 1 contract
Samples: Collaboration and License Agreement (Fulcrum Therapeutics, Inc.)
Disclaimer. PURCHASER Other than the express representations and warranties of the Seller set forth above in this Section 5 and in the Bxxx of Sale, the Airframes are being sold hereunder, “AS IS, WHERE IS” and THE BUYER ACKNOWLEDGES AND AGREES THAT NEITHER THE SELLER NOR ANY OF ITS AGENTS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES OR REPRESENTATIVES HAS MADE OR WILL BE DEEMED TO HAVE MADE AND DO ANY TERM, CONDITION, REPRESENTATION, WARRANTY OR COVENANT EXPRESS OR IMPLIED (WHETHER STATUTORY OR OTHERWISE) AS TO (a) THE CAPACITY, AGE, VALUE, QUALITY, DURABILITY, DESCRIPTION, CONDITION (WHETHER OF THE AIRFRAME OR ANY PART THEREOF), DESIGN, WORKMANSHIP, MATERIALS, MANUFACTURE, CONSTRUCTION, OPERATION, DESCRIPTION, STATE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR ANY PARTICULAR USE OR PURPOSE (INCLUDING THE ABILITY TO OPERATE OR REGISTER THE AIRFRAME OR USE THE AIRFRAME IN ANY OR ALL JURISDICTIONS) OR SUITABILITY OF THE AIRFRAME, OR ANY PART THEREOF, (b) THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT MAKEDISCOVERABLE, KNOWN OR UNKNOWN, APPARENT OR CONCEALED, EXTERIOR OR INTERIOR, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM(c) ANY IMPLIED WARRANTY ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, IT BEING UNDERSTOOD THAT NOTHING HEREIN WILL BE DEEMED TO LIMIT THE BUYER FROM AVAILING ITSELF OF ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISESWARRANTIES, COVENANTS, AGREEMENTS OR GUARANTIES AND REPRESENTATIONS OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGMANUFACTURER.
Appears in 1 contract
Disclaimer. PURCHASER ACKNOWLEDGES NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS PURCHASE AGREEMENT, IT IS THE EXPLICIT INTENT OF EACH OF THE PARTIES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SELLERS’ REPRESENTATIONS AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE WARRANTIES IN ARTICLES 3 AND DO NOT MAKE, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES 4 (OTHER THAN INCLUDING THE WARANTY RELATED PORTIONS OF TITLE AS SET OUT IN THE DEEDSCHEDULES), PROMISES, COVENANTS, AGREEMENTS NO SELLER MAKES ANY REPRESENTATIONS OR GUARANTIES WARRANTIES OF ANY KIND OR CHARACTER WHATSOVER, NATURE (WHETHER EXPRESS OR IMPLIED), ORAL AT LAW OR WRITTENIN EQUITY, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUEANY SELLER, NATURE, QUALITY OR CONDITION ANY OF THE REAL PROPERTYOFFERED INTERESTS, MARDI GRAS LLC, ANY OF THE JV COMPANIES, ANY OF THE JV ASSETS, ANY OF THE ASSETS AND ANY LIABILITIES OF MARDI GRAS LLC OR ANY OF THE JV COMPANIES OR THE ASSUMED LIABILITIES, AND EACH SELLER EXPRESSLY DISCLAIMS ANY SUCH OTHER WARRANTIES (EXPRESS OR IMPLIED), INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGYAS TO THEIR (I) TITLE, (BII) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYABSENCE OF PATENT OR LATENT DEFECTS, (CIII) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONSAFETY, (DIV) THE STATE OF REPAIR, (V) QUALITY, (VI) MERCHANTABILITY, (VII) FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR A PARTICULAR USE OR PURPOSE OR ANY USE OR PURPOSE WHATSOEVER, (VIII) COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES (IX) ENVIRONMENTAL OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYPHYSICAL CONDITION (SURFACE AND SUBSURFACE), (EX) THE HABITABILITYFEDERAL, MERCHANTABILITY, MARKETABILITY, PROFITABILITY STATE OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTYLOCAL INCOME OR OTHER TAX CONSEQUENCES, (FXI) THE MANNER CONTRACTUAL, ECONOMIC OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTYFINANCIAL INFORMATION AND DATA, (GXII) THE MANNERFINANCIAL VIABILITY, QUALITY, STATE OF REPAIR INCLUDING PRESENT OR LACK OF REPAIR OF THE REAL PROPERTYFUTURE VALUE OR ANTICIPATED INCOME OR PROFITS, OR (HXIII) ANY OTHER MATTER WITH RESPECT CONFORMITY TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT IN THE CLOSING DUE DILIGENCE MATERIALS. BUYER AGREES TO ACCEPT THE REAL PROPERTY OFFERED INTERESTS (INCLUDING ANY INDIRECT INTEREST THEY HAVE IN ANY OF THE JV ASSETS) “AS-IS”, “WHERE-IS”, IN THEIR PRESENT CONDITION AND WAIVE STATE OF REPAIR, WITH ALL OBJECTIONS FAULTS, LIMITATIONS AND DEFECTS (HIDDEN AND APPARENT) AND, EXCEPT AS EXPRESSLY PROVIDED IN SELLERS’ REPRESENTATIONS AND WARRANTIES IN ARTICLES 3 AND 4 (INCLUDING THE RELATED PORTIONS OF THE SCHEDULES), WITHOUT ANY GUARANTEES OR CLAIMS AGAINST WARRANTIES (WHETHER EXPRESS OR IMPLIED), AT LAW OR IN EQUITY, AS TO THEIR (I) TITLE, (II) ABSENCE OF PATENT OR LATENT DEFECTS, (III) SAFETY, (IV) STATE OF REPAIR, (V) QUALITY, (VI) MERCHANTABILITY, (VII) FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR A PARTICULAR USE OR PURPOSE OR ANY USE OR PURPOSE WHATSOEVER, (VIII) COMPLIANCE WITH LAWS, (IX) ENVIRONMENTAL OR PHYSICAL CONDITION (SURFACE AND SUBSURFACE), (X) FEDERAL, STATE OR LOCAL INCOME OR OTHER TAX CONSEQUENCES, (XI) CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA, (XII) FINANCIAL VIABILITY, INCLUDING PRESENT OR FUTURE VALUE OR ANTICIPATED INCOME OR PROFITS, OR (XIII) CONFORMITY TO INFORMATION PROVIDED IN THE DUE DILIGENCE MATERIALS. ALL REPRESENTATIONS AND WARRANTIES (WHETHER EXPRESS OR IMPLIED), AT LAW OR IN EQUITY, OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN ARE EXCLUDED. EXCEPT AS EXPRESSLY PROVIDED IN SELLERS’ REPRESENTATIONS AND WARRANTIES IN ARTICLES 3 AND 4 (INCLUDING THE RELATED PORTIONS OF THE SCHEDULES), EACH SELLER AND/AND THE OTHER MEMBERS OF THE SELLER GROUP DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (WHETHER ORALLY, IN WRITING, ELECTRONICALLY OR BY OR THROUGH ANY OTHER MEDIUM) TO BUYER OR THE OTHER MEMBERS OF BUYER GROUP, INCLUDING WITH RESPECT TO ANY SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TOMARDI GRAS LLC, ANY RIGHT OF THE JV COMPANIES, ANY OF THE OFFERED INTERESTS, ANY OF THE JV ASSETS, ANY OF THE ASSETS OR CLAIM ANY LIABILITIES OF CONTRIBUTION) ARISING FROM MARDI GRAS LLC OR RELATED ANY OF THE JV COMPANIES OR THE ASSUMED LIABILITIES, FURTHER INCLUDING THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR DATA PROVIDED IN THE DUE DILIGENCE MATERIALS, OR ANY OTHER DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS FURNISHED OR MADE AVAILABLE TO THE REAL PROPERTY OR BUYER AT ANY TIME RELATING TO ANY HAZARDOUS MATERIALS ON SELLER, MARDI GRAS LLC, ANY OF THE REAL PROPERTYJV COMPANIES, MOLD ANY OF THE OFFERED INTERESTS, ANY OF THE JV ASSETS, ANY OF THE ASSETS OR MILDEW. PURCHASER FURTHER ANY LIABILITIES OF MARDI GRAS LLC OR ANY OF THE JV COMPANIES OR THE ASSUMED LIABILITIES, AND BUYER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED RELIANCE ON OR TO USE OF THE SAME WILL BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT AT BUYER’S SOLE RISK TO THE MAXIMUM EXTENT PERMITTED BY LAW, LAW AND WILL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST ANY SELLER OR THE SALE OTHER MEMBERS OF THE REAL PROPERTY IS PROVIDED SELLER GROUP. BUYER ACKNOWLEDGES AND AGREES THAT IT HAS HAD SUFFICIENT OPPORTUNITY TO CONDUCT SUCH INVESTIGATION AS IT HAS DEEMED NECESSARY AND ADVISABLE FOR HERIEN IS MADE ON AN ‘PURPOSES OF DETERMINING WHETHER OR NOT TO ENTER INTO THIS PURCHASE AGREEMENT. BUYER ACKNOWLEDGES AND AGREES THAT, EFFECTIVE AS IS’ CONDITION OF THE EFFECTIVE TIME, IT WILL ASSUME FULL RESPONSIBILITY AND BASIS COMPLIANCE WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT OBLIGATIONS ATTRIBUTABLE, IN ANY WAY, TO THE FOREGOING. OFFERED INTERESTS, AND UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL LOSSES IT MAY HAVE AGAINST THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE SELLER GROUP ASSOCIATED WITH THE CLOSINGSAME, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 11.
Appears in 1 contract
Samples: Interest Purchase Agreement (BP Midstream Partners LP)
Disclaimer. PURCHASER THE BUYER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKETHAT, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (A) NO SELLER, SOLD COMPANY, SOLD SUBSIDIARY OR ANY REPRESENTATIONS, OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OR EXTENDS ANY WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERKIND, WHETHER EXPRESS OR IMPLIED, ORAL WRITTEN OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTYORAL, INCLUDING WITHOUT LIMITATIONWARRANTIES OF MERCHANTABILITY, THE WATERFITNESS FOR A PARTICULAR PURPOSE, SOIL AND GEOLOGYOR VALIDITY OF PATENT RIGHTS OR CLAIMS, ISSUED OR PENDING, (B) NO SELLER, SOLD COMPANY, SOLD SUBSIDIARY OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL WITH RESPECT TO ANY FUTURE EVENTS, PROSPECTS, PROJECTIONS OR ESTIMATES WITH RESPECT TO THE INCOME TO BE DERIVED FROM ASSETS OR LIABILITIES OF THE REAL PROPERTYSOLD COMPANIES OR SOLD SUBSIDIARIES OR THE BUSINESS, (C) THE SUITABILITY OF SOLD COMPANIES AND SOLD SUBSIDIARIES AND ANY ASSETS THEREOF (OTHER THAN THE REAL PROPERTY FOR ANY NON-BUSINESS ASSETS) ARE TO BE CONVEYED “AS IS, WHERE IS”, AND ALL ACTIVITIES IN THEIR THEN PRESENT CONDITION, AND USES WHICH PURCHASER MAY CONDUCT THEREONTHE BUYER SHALL RELY UPON ITS OWN EXAMINATION THEREOF, (D) NO SELLER, SOLD COMPANY, SOLD SUBSIDIARY OR ANY OTHER PERSON MAKES ANY GUARANTY OF QUALITY WITH RESPECT TO ANY ASSETS OF THE COMPLIANCE IF SOLD COMPANIES OR BY SOLD SUBSIDIARIES, OR AS TO THE REAL PROPERTY CONDITION OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES WORKMANSHIP THEREOF OR REGULATIONS THE ABSENCE OF ANY APPLICABLE GOVERNMENTAL AUTHORITY DEFECTS THEREIN, WHETHER LATENT OR BODYOBVIOUS, AND (E) THE HABITABILITYNO SELLER, MERCHANTABILITYSOLD COMPANY, MARKETABILITY, PROFITABILITY SOLD SUBSIDIARY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTYPERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, AND SPECIFICALLYEXPRESS OR IMPLIED, THAT SELLER AND ITS AGENTS HAVE NOT MADEWRITTEN OR ORAL, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER ANY INFORMATION THAT THE SELLERS, THE SOLD COMPANIES OR SOLD SUBSIDIARIES FURNISHED OR MADE AVAILABLE TO THE BUYER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO REPRESENTATIVES. THE REAL PROPERTY, OR BUYER ACKNOWLEDGES THAT THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO BUYER IS FAMILIAR WITH THE MAXIMUM EXTENT PERMITTED BY LAWSOLD COMPANIES, THE SALE SOLD SUBSIDIARIES AND THE BUSINESS AND ACKNOWLEDGES THAT ANY PROJECTIONS OR PRO FORMA STATEMENTS ARE FOR ILLUSTRATION PURPOSES AND DO NOT FORM THE BASIS OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOINGANY LIABILITY OR REPRESENTATION OR WARRANTY. THE PROVISIONS OF BUYER IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGAGREEMENT.
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Disclaimer. PURCHASER Except as otherwise expressly provided in this Agreement, BUYER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS SELLERS HAVE MADE AND DO NOT MAKEMADE, AND SELLER SELLERS HEREBY EXPRESSLY DISCLAIM AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMNEGATE, ANY REPRESENTATIONSREPRESENTATION OR WARRANTY, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL RELATING TO THE TITLE TO OR WRITTENTHE NATURE, PASTCONDITION, OR SUITABILITY OF ANY OF THE CLAIMS OR THE LANDS INCLUDED THEREIN OR ANY OF THE PERSONAL PROPERTY FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO:
(a) ANY EXPRESS OR IMPLIED WARRANTY RESPECTING THE CHARACTER, CONDITION, OR QUALITY OF ANY OF THE CLAIMS OR THE LANDS INCLUDED THEREIN OR THE QUANTITY OR QUALITY OF ANY MINERALS OR MINERAL PRODUCTS THAT MIGHT BE FOUND THEREON, THEREIN, OR THEREUNDER OR THAT MIGHT BE EXTRACTED THEREFROM;
(b) ANY EXPRESS OR IMPLIED WARRANTY RESPECTING THE EXISTENCE, SIZE, OR PROFITABILITY—NOW OR IN THE FUTURE—OF ANY INTERNATIONAL, NATIONAL, OR REGIONAL WHOLESALE OR RETAIL MARKET FOR ANY MINERALS OR MINERAL PRODUCTS THAT MIGHT BE FOUND ON, IN, OR UNDER THE LANDS OR THAT MIGHT BE EXTRACTED THEREFROM;
(c) ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY;
(d) ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;
(e) ANY EXPRESS OR IMPLIED WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS;
(f) ANY EXPRESS OR IMPLIED WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN; AND
(g) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT— IT BEING THE EXPRESS INTENTION OF SELLERS AND BUYER THAT THE CLAIMS AND THE PERSONAL PROPERTY SHALL BE CONVEYED, TRANSFERRED, AND ASSIGNED TO BUYER “AS IS” AND “WHERE IS” AND IN THEIR PRESENT CONDITIONS AND STATES (FROM PLACE TO PLACE) OF EXPLORATION, DEVELOPMENT, PRODUCTION, RECLAMATION, AND RESTORATION, AND BUYER REPRESENTS TO SELLERS THAT BUYER HAS MADE OR FUTURECAUSED TO BE MADE SUCH INSPECTIONS, OFINVESTIGATIONS, AS TOINQUIRIES, CONCERNING AND ANALYSES OF OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATIONCLAIMS, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTYLANDS INCLUDED THEREIN, AND SPECIFICALLYTHE PERSONAL PROPERTY AS BUYER DEEMS APPROPRIATE, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO BUYER WILL ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘ASSETS “AS IS’ CONDITION ” AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD “WHERE IS” AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED IN THEIR PRESENT CONDITIONS AND STATES (FROM PLACE TO REFLECT THAT ALL PLACE) OF THE REAL PROPERTY IS SOLD BY SELLER EXPLORATION, DEVELOPMENT, PRODUCTION, RECLAMATION, AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGRESTORATION.
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Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS EXPRESSLY SET OUT IN THE DEEDFORTH HEREIN), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW)) OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, RADONNO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, MOLD AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR MILDEWPROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ,” “WHERE IS” CONDITION AND BASIS WITH ALL FAULTSFAULTS EXCEPT AS EXPRESSLY SET FORTH HEREIN. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. PURCHASER HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, SAVE AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES AND COURT COSTS) IN ANY WAY RELATING TO, OR IN CONNECTION WITH OR ARISING OUT OF PURCHASER’S ACQUISITION, OWNERSHIP, LEASING, USE, OPERATION, MAINTENANCE AND MANAGEMENT OF THE PROPERTY. THE PROVISIONS OF THIS SECTION 5.01 5 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Resource Real Estate Investors 7, L.P.)
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKE, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, GUARANTEES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH ANY DESCRIPTION, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE SALE EFFECTIVE DATE OF THIS AGREEMENT. PROJECTTEAM, INC. EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, GUARANTEES OR CONDITIONS. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, PROJECTTEAM, INC. MAKES NO REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE REAL PROPERTY SERVICE OR ANY COMPONENT OF THE SERVICE. PROJECTTEAM, INC. DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SERVICE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY INFORMATION OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE ABSENT OR WILL BE CORRECTED, OR (F) THE SERVICE OR THE COMMUNICATION FACILITIES, INCLUDING, WITHOUT LIMITATION, THE INTERNET, THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR ARE SECURE FROM INTERRUPTION, INTERCEPTION OR CORRUPTION BY THIRD PARTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED FOR HERIEN IS MADE TO CUSTOMER STRICTLY ON AN ‘"AS IS’ CONDITION ", "WHERE IS" AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS "AS AVAILABLE" BASIS.THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGTERMINATION OR EXPIRY OF THIS AGREEMENT AND CONTINUE IN EFFECT.
Appears in 1 contract
Samples: Master Services Agreement
Disclaimer. PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS THOSE REPRESENTATIONS AND WARRANTIES SET OUT FORTH IN THE DEEDTHIS AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTED BY SELLER AT CLOSING), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER BUYER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF BUYER ACKNOWLEDGES THAT, EXCEPT AS DEFINED BELOW)SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTED BY SELLER AT CLOSING, RADONNO PERSON HAS MADE, MOLD ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR MILDEWPROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTED BY SELLER AT CLOSING. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THAT, EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTED BY SELLER AT CLOSING, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND AND, EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTED BY SELLER AT CLOSING, MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTED BY SELLER AND ITS AGENTS ARE AT CLOSING, SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS SET FORTH IN THIS AGREEMENT, OR IN ANY DOCUMENTS TO BE EXECUTED BY SELLER AT CLOSING, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ,” “WHERE IS” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 30 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 1 contract
Samples: Purchase Agreement
Disclaimer. PURCHASER AS IS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.1 ABOVE AND ELSEWHERE IN THIS AGREEMENT, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE IS SELLING AND DO BUYER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT BUYER IS NOT MAKE, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, RELYING ON ANY REPRESENTATIONS, REPRESENTATIONS OR WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL FROM SELLER, ANY SELLER RELATED PARTIES, OR WRITTENTHEIR AGENTS OR BROKERS, PAST, PRESENT OR FUTURE, OFANY OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER, AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: (I) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION AND ASPECTS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, CONCERNING THE STRUCTURAL ELEMENTS, SEISMIC ASPECTS OF THE PROPERTY, FOUNDATION, ROOF, APPURTENANCES, ACCESS, LANDSCAPING, PARKING FACILITIES AND THE ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND UTILITY SYSTEMS, FACILITIES AND APPLIANCES, THE SQUARE FOOTAGE WITHIN THE IMPROVEMENTS ON THE REAL PROPERTY AND WITHIN EACH TENANT SPACE THEREIN, (II) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND ANY GROUNDWATER, (III) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (IV) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY’S USE, HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PROPERTY FOR ANY PARTICULAR PURPOSE, (V) THE ZONING OR OTHER LEGAL STATUS OF THE PROPERTY OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON USE OF THE PROPERTY, (VI) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH RESPECT 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, (VII) THE PRESENCE OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY, (VIII) THE QUALITY OF ANY LABOR AND MATERIALS USED IN ANY IMPROVEMENTS ON THE REAL PROPERTY, (IX) THE CONDITION OF TITLE TO THE PROPERTY, (AX) THE LEASES, SERVICE CONTRACTS, OR OTHER DOCUMENTS OR AGREEMENTS AFFECTING THE PROPERTY, OR ANY INFORMATION CONTAINED IN ANY RENT ROLL FURNISHED TO BUYER FOR THE PROPERTY, (XI) THE VALUE, NATUREECONOMICS OF THE OPERATION OR INCOME POTENTIAL OF THE PROPERTY, QUALITY OR (XII) ANY OTHER FACT OR CONDITION OF WHICH MAY AFFECT THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATERPHYSICAL CONDITION, SOIL VALUE, ECONOMICS OF OPERATION OR INCOME POTENTIAL OF THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, SELLER IS UNDER NO DUTY TO MAKE AFFIRMATIVE DISCLOSURES OR INQUIRY REGARDING ANY MATTER WHICH MAY OR MAY NOT BE KNOWN TO SELLER AND GEOLOGYSELLER SHALL HAVE NO LEGAL OBLIGATION TO APPRISE BUYER REGARDING ANY EVENT OR OTHER MATTER INVOLVING THE PROPERTY WHICH OCCURS AFTER THE EFFECTIVE DATE OR TO OTHERWISE UPDATE THE DUE DILIGENCE MATERIALS, (B) THE INCOME UNLESS AND UNTIL AN EVENT OR OTHER MATTER WHICH WOULD CAUSE SELLER TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY UNABLE TO REMAKE ANY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF WARRANTIES CONTAINED IN THIS SECTION 5.01 SHALL SURVIVE THE CLOSING.AGREEMENT OCCURS
Appears in 1 contract
Disclaimer. (A) PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY WARRANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL ANY CLOSED PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, ; (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, ; (C) THE SUITABILITY OF THE REAL CLOSED PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANYONE ELSE MAY CONDUCT THEREON, ; (D) THE COMPLIANCE IF OF OR BY THE REAL CLOSED PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, ; (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL ANY CLOSED PROPERTY, ; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL ANY CLOSED PROPERTY, ; (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL ANY CLOSED PROPERTY, ; OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL ANY CLOSED PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION POLLUTION, ZONING OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL ANY CLOSED PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL EACH CLOSED PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL EACH CLOSED PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL EACH CLOSED PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL EACH CLOSED PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘"AS IS’ " CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 ARTICLE SHALL SURVIVE SETTLEMENT OR THE CLOSINGEXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT WITHOUT SETTLEMENT, AS APPLICABLE.
Appears in 1 contract
Samples: Purchase Agreement (American Financial Realty Trust)
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKE, AND SELLER AND ITS AGENTS Buyer acknowledges and agrees that:
(a) EXCEPT AS MAY BE SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT STATED IN THE DEED)DEED OR THIS CONTRACT, PROMISESSELLER, COVENANTS, AGREEMENTS OR GUARANTIES FOR ITSELF AND ON BEHALF OF ANY KIND AFFILIATED COMPANIES, HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY, OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIEDREPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT PRESENT, OR FUTURE, OF, AS TO, OR CONCERNING OR WITH RESPECT TO (AI) THE VALUE, NATURE, QUALITY OR NATURE AND CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) AND THE SUITABILITY OF THE REAL PROPERTY THEREOF, FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER BUYER MAY ELECT TO CONDUCT THEREON, (DII) THE NATURE, ENFORCEABILITY AND EXTENT OF ANY RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION, OR OTHERWISE, (III) THE COMPLIANCE IF OR BY OF THE REAL PROPERTY OR ITS THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES ORDINANCES, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY GOVERNMENT OR OTHER BODY, (EIV) WHETHER THE HABITABILITYIMPROVEMENTS ON THE PROPERTY ARE BUILT IN A GOOD AND WORKMANLIKE MANNER, MERCHANTABILITY, MARKETABILITY, PROFITABILITY (V) WARRANTIES (EXPRESS OR IMPLIED) OF CONDITION REGARDING THE PROPERTY'S FITNESS FOR A PARTICULAR PURPOSE PURPOSE, MERCHANTABILITY, TENANTABILITY, HABITABILITY OR SUITABILITY FOR ANY INTENDED USE, (VI) ANY ENVIRONMENTAL CONDITIONS WHICH MAY EXIST ON THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE EXISTENCE OR NON-EXISTENCE OF PETROLEUM PRODUCTS, PETROLEUM RELATED PRODUCTS, "HAZARDOUS SUBSTANCES," "HAZARDOUS MATERIALS," "TOXIC SUBSTANCES," OR "SOLID WASTE" AS SUCH TERMS ARE DEFINED IN THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED BY SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, AND THE HAZARDOUS MATERIALS TRANSPORTATION ACT, AND STATE ENVIRONMENTAL LAWS, AND IN THE REGULATIONS PROMULGATED PURSUANT TO SUCH LAWS, ALL AS AMENDED (ALL OF THE REAL PROPERTYFOREGOING BEING REFERRED TO AS THE "HAZARDOUS WASTE LAWS"), AND (FVII) THE MANNER FINANCIAL EARNING CAPACITY OR QUALITY HISTORY OR EXPENSE HISTORY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OPERATION OF THE REAL PROPERTY. BY ACCEPTANCE OF THIS AGREEMENT, OR AND THE SPECIAL WARRANTY DEED TO BE DELIVERED BY SELLER AT THE CLOSING, BUYER ACKNOWLEDGES THAT BUYER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF THE PROPERTY (HAND OTHER PARCELS IN PROXIMITY THERETO) ANY OTHER MATTER WILL BE ADEQUATE TO ENABLE BUYER TO MAKE BUYER'S OWN DETERMINATION WITH RESPECT TO THE REAL PRESENCE OR, DISPOSAL ON OR BENEATH THE PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, BUYER ACCEPTS THE RISK OF THE PRESENCE OR DISPOSAL OF SUCH HAZARDOUS MATERIALS. THE CONVEYANCE OF THE PROPERTY IS MADE ON AN "AS-IS" BASIS. BUYER ACKNOWLEDGES, WARRANTS AND REPRESENTS TO SELLER THAT NO REPRESENTATIONS HAVE BEEN MADE BY SELLER, ITS AGENTS, BROKERS, OR EMPLOYEES, AND THAT BUYER HAS NOT RELIED ON THE INFORMATION SUPPLIED BY SELLER IN ENTERING INTO OR CONTINUING THE EFFECTIVENESS OF THIS TRANSACTION OTHER THAN AS EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES, WARRANTS AND REPRESENTS TO SELLER THAT NEITHER SELLER NOR SELLER'S AGENTS, BROKERS OR EMPLOYEES HAVE MADE ANY REPRESENTATION OR STATEMENT TO BUYER CONCERNING THE PROPERTY'S INVESTMENT POTENTIAL OR RESALE AT ANY FUTURE DATE, AT A PROFIT OR OTHERWISE, NOR HAS SELLER OR SELLER'S AGENTS, BROKERS OR EMPLOYEES RENDERED ANY ADVICE OR EXPRESSED ANY OPINION TO BUYER REGARDING ANY INCOME TAX CONSEQUENCES OF OWNERSHIP OF THE PROPERTY.
(b) BUYER ACKNOWLEDGES THAT ANY INFORMATION, DOCUMENTS OR REPORTS SUPPLIED OR MADE AVAILABLE BY SELLER, WHETHER WRITTEN OR ORAL, OR IN THE FORM OF MAPS, SURVEYS, PLATS, SOIL REPORTS, ENGINEERING STUDIES, ENVIRONMENTAL STUDIES, OPERATING STATEMENTS, RENT ROLLS, OR OTHER INSPECTION REPORTS PERTAINING TO THE PROPERTY ("REPORTS") ARE BEING DELIVERED TO BUYER ON AN "AS-IS/WHERE-IS" BASIS SOLELY AS A COURTESY AND THAT SELLER HAS NEITHER VERIFIED THE ACCURACY OF ANY STATEMENTS OR OTHER INFORMATION THEREIN CONTAINED, NOR ANY METHOD USED TO COMPILE THE REPORTS OR THE QUALIFICATIONS OF THE PERSON(S) PREPARING THE REPORTS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW AS TO THE ACCURACY, COMPLETENESS OR ANY OTHER ASPECT OF THE REPORTS.
(c) EXCEPT AS OTHERWISE SPECIFICALLY STATED IN THIS CONTRACT, BUYER AGREES THAT NEITHER SELLER NOR SELLER'S AFFILIATES, SHALL BE RESPONSIBLE OR LIABLE TO BUYER OR ANY SUCCESSOR OR ASSIGNEE OF BUYER FOR ANY CONSTRUCTION DEFECTS, ERRORS, OMISSIONS, OR ON ACCOUNT OF ANY OTHER CONDITIONS AFFECTING THE PROPERTY, AS BUYER IS PURCHASING THE PROPERTY AS IS, WHERE IS, AND SPECIFICALLYWITH ALL FAULTS. EXCEPT AS OTHERWISE SPECIFICALLY STATED IN THIS AGREEMENT, THAT BUYER OR ANYONE CLAIMING BY, THROUGH OR UNDER BUYER, HEREBY FULLY RELEASES SELLER AND ITS SELLER'S AFFILIATES, THEIR EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES AND AGENTS HAVE NOT MADEFOR ANY COST, DO NOT MAKE AND SPECIFICALLY DISCLAIM LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM OR RELATED TO ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTIONCONSTRUCTION DEFECTS, POLLUTION ERRORS, OMISSIONS, OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING OTHER CONDITIONS AFFECTING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEWPROPERTY. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN THIS RELEASE SHALL BE GIVEN THE OPPORTUNITY FULL FORCE AND EFFECT ACCORDING TO INSPECT THE REAL PROPERTYEACH OF ITS EXPRESS TERMS AND PROVISIONS, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, THOSE RELATING TO UNKNOWN AND SUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION. THIS COVENANT RELEASING SELLER AND SELLER'S AFFILIATES, SHALL BE A COVENANT RUNNING WITH THE PROPERTY AND SHALL BE BINDING UPON BUYER, ITS SUCCESSORS AND ASSIGNS. EFFECTIVE UPON CLOSING, SELLER HEREBY ASSIGNS TO BUYER WITHOUT RECOURSE OR REPRESENTATION OF ANY RIGHT NATURE, ANY AND ALL CLAIMS THAT SELLER MAY HAVE AGAINST NON-AFFILIATED ENTITIES FOR ANY SUCH ERRORS, OMISSIONS OR CLAIM ON ACCOUNT OF CONTRIBUTION) ARISING FROM OR RELATED TO ANY OTHER CONDITIONS AFFECTING THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD BUYER SHALL LOOK SOLELY TO SUCH NON-AFFILIATED CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, MATERIALMEN AND CONSULTANTS AS MAY HAVE CONTRACTED FOR WORK IN CONNECTION WITH THE PROPERTY FOR ANY REDRESS OR MILDEWRELIEF. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO UPON THE REAL PROPERTY WAS OBTAINED FROM A VARIETY ASSIGNMENT BY SELLER OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. CLAIMS, BUYER RELEASES SELLER AND ITS AGENTS ARE NOT LIABLE SELLER'S AFFILIATES, FROM ALL RIGHTS, EXPRESS OR BOUND IMPLIED, BUYER MAY HAVE AGAINST SELLER OR SELLER'S AFFILIATES, ARISING OUT OF OR RESULTING FROM ANY ERRORS, OMISSIONS OR DEFECTS IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS TERMS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSING, TERMINATION OR EXPIRATION OF THIS CONTRACT.
Appears in 1 contract
Samples: Contract of Sale (Hologic Inc)
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY IMPLIED WARRANTY OF TITLE AS SET OUT IN THE DEED, AS DEFINED BELOW), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON(I) ZONING TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT, MOLD (J) THE AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR MILDEWANY PORTION THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC, (K) USAGES OF ANY ADJOINING PROPERTY, (L) ACCESS TO THE PROPERTY OR ANY PORTION THEREOF, (M) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION, DURABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, OR ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OF CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF, (N) THE CONDITION OR USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Page 7 Hawthorne Plaza/Triple Net Properties, L.L.C. OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER SIMILAR LAWS, (O) THE EXISTENCE OR NON-EXISTENCE OF UNDERGROUND STORAGE TANKS, (P) ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE LAND OR IMPROVEMENTS, (Q) THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY, (R) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY, OR (S) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘"AS IS’ " CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, PURCHASER HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, SAVE AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES AND COURT COSTS) IN ANY WAY RELATING TO, OR IN CONNECTION WITH OR ARISING OUT OF PURCHASER'S ACQUISITION, OWNERSHIP, LEASING, USE, OPERATION, MAINTENANCE AND MANAGEMENT OF THE PROPERTY. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE PROVISIONS OF THIS SECTION 5.01 5 SHALL SURVIVE THE CLOSING.CLOSING OR ANY TERMINATION HEREOF. EFFECTIVE FROM AND AFTER THE CLOSING DATE, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER HEREBY WAIVES, RELEASES, ACQUITS AND FOREVER DISCHARGES SELLER TO THE MAXIMUM EXTENT PERMITTED BY LAW, OF ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES WHATSOEVER, DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT IT NOW HAS OR THAT MAY ARISE IN THE FUTURE, BECAUSE OF OR IN ANY WAY GROWING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE PROPERTY. PURCHASER IS AWARE OF THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH SECTION READS AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. BY INITIALING BELOW, PURCHASER HEREBY WAIVES THE PROVISIONS OF SAID SECTION 1542 OF THE CALIFORNIA CIVIL CODE AND THE PROVISIONS OF ANY OTHER APPLICABLE LAWS RESTRICTING THE RELEASE OF CLAIMS WHICH PURCHASER DID NOT KNOW OR SUSPECT TO EXIST AT THE TIME OF RELEASE, WHICH, IF KNOWN, WOULD HAVE MATERIALLY AFFECTED THE DECISION TO AGREE TO THIS RELEASE. PURCHASER HEREBY AGREES, REPRESENTS AND WARRANTS TO SELLER THAT IT HAS HAD ADVICE OF COUNSEL OF ITS OWN CHOOSING IN NEGOTIATIONS FOR AND THE PREPARATION OF THIS AGREEMENT, INCLUDING THE FOREGOING RELEASE, THAT IT HAS READ THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE FOREGOING RELEASE, THAT IT HAS HAD THE FOREGOING RELEASE FULLY EXPLAINED BY SUCH COUNSEL, AND THAT IT IS FULLY AWARE OF ITS CONTENTS AND LEGAL EFFECT. /s/ AWT /s/ JT ---------------------- ---------------------- Purchaser's Initials Seller's Initials
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Disclaimer. PURCHASER ACKNOWLEDGES (a) THE HOME VALUE PRODUCTS ARE PROVIDED TO END USER “AS IS” AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE “AS AVAILABLE,” AND DO ALL USES OF THE HOME VALUE PRODUCTS ARE AT END USER’S SOLE RISK. XXXXXXX MAC DOES NOT MAKEGUARANTEE THE ACCURACY OR RELIABILITY OF THE HOME VALUE PRODUCTS OUTPUT OR XXXXXXX MAC INFORMATION. ALL WARRANTIES CONCERNING THE HOME VALUE PRODUCTS AND THE UNDERLYING DATA AND PROCESSES, BOTH EXPRESS AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTENARE HEREBY EXPRESSLY DISCLAIMED, PASTINCLUDING, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY ANY WARRANTIES OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY ACCURACY AND/OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE.
(b) IN NO EVENT WILL XXXXXXX MAC BE LIABLE TO END USER OR ANY OTHER INDIVIDUAL OR ENTITY FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF OR RELATING IN ANY MANNER TO THIS AGREEMENT, THE TERMINATION OF THIS AGREEMENT OR THE PERFORMANCE OR NONPERFORMANCE OF XXXXXXX MAC’S OBLIGATIONS HEREUNDER, WHETHER UNDER A CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EVEN IF XXXXXXX MAC IS AWARE OF THE REAL PROPERTY, POSSIBILITY OF SUCH DAMAGES.
(Fc) THE MANNER IN NO EVENT WILL ANY XXXXXXX MAC SERVICE PROVIDER BE LIABLE TO END USER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM THIRD PARTY FOR ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, DAMAGE WHATSOEVER INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TOTO DIRECT, ANY RIGHT INDIRECT, INCIDENTAL, SPECIAL OR CLAIM CONSEQUENTIAL DAMAGES AND LOST PROFITS, ARISING OUT OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND RELATING IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THIS AGREEMENT. THE XXXXXXX MAC SERVICE PROVIDERS ARE THIRD PARTY BENEFICARIES OF THIS DISCLAIMER.
(d) NOTWITHSTANDING ANYTHING TO THE REAL PROPERTYCONTRARY IN THIS AGREEMENT, IN NO EVENT WILL THE AGGREGATE LIABILITY OF XXXXXXX MAC OR THE OPERATION THEREOFSERVICE PROVIDER ARISING OUT OF, FURNISHED RELATING TO OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE GREATER OF FIVE HUNDRED DOLLARS ($500) OR THE AMOUNT PAID BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT END USER FOR THE XXXXXXX MAC PRODUCTS DURING THE 12 MONTHS PRECEDING THE EVENT WHICH GAVE RISE TO THE MAXIMUM EXTENT PERMITTED BY LAWCLAIM IN QUESTION. FOR PURPOSES OF THIS SECTION, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGTERM AGGREGAGE LIABILITY WILL INCLUDE, WITHOUT LIMITATION, ATTORNEYS FEES.
Appears in 1 contract
Samples: Sublicense/End User Agreement
Disclaimer. PURCHASER HEREBY EXPRESSLY AND CONCLUSIVELY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT EXPRESS REPRESENTATIONS AND WARRANTIES MADE HEREIN AND THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THE DEEDDOCUMENTS DELIVERED AT CLOSING (THE “CLOSING DOCUMENTS”), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW)) OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, RADONNO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, MOLD AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR MILDEWPROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN OR IN ANY OF THE CLOSING DOCUMENTS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN AND IN THE CLOSING DOCUMENTS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ,” “WHERE IS” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. WITHOUT LIMITING ANY OF PURCHASER’S RIGHTS HEREUNDER, PURCHASER HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, SAVE AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES AND COURT COSTS) IN ANY WAY RELATING TO, OR IN CONNECTION WITH OR ARISING OUT OF PURCHASER’S ACQUISITION, OWNERSHIP, LEASING, USE, OPERATION, MAINTENANCE AND MANAGEMENT OF THE PROPERTY. THE PROVISIONS OF THIS SECTION 5.01 5 SHALL EXPRESSLY SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Resource Apartment REIT III, Inc.)
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE (a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE V, THE OTHER AGREEMENTS, THE EQUITY DOCUMENTS OR ANY OF THE OTHER INSTRUMENTS, DOCUMENTS (EXCLUDING THE COMMERCIAL AGREEMENTS) OR CERTIFICATES CONTEMPLATED HEREBY OR THEREBY, NONE OF ADMA, BUYER OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKES OR HAS MADE AND DO ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, IN RESPECT OF THE ADMA CAPITAL STOCK OR ADMA BIOCENTERS, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO (I) MERCHANTABILITY, NON-INFRINGEMENT, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (II) THE OPERATION OF ADMA, BUYER OR THE ADMA BIOCENTERS AFTER THE CLOSING, (III) THE LIKELIHOOD OF SUCCESS OF ANY APPLICATION FOR MARKETING AUTHORIZATION RELATING TO ANY PRODUCT CURRENTLY IN DEVELOPMENT OR FOR WHICH MARKETING AUTHORIZATION HAS NOT MAKE, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT YET BEEN GRANTED EITHER IN THE DEED)UNITED STATES OR IN ANY OTHER COUNTRY, PROMISESOR (IV) THE PROBABLE SUCCESS OR PROFITABILITY OF ADMA, COVENANTSBUYER OR THE ADMA BIOCENTERS AFTER THE CLOSING.
(b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE V, AGREEMENTS THE OTHER AGREEMENTS, THE EQUITY DOCUMENTS OR GUARANTIES ANY OF THE OTHER INSTRUMENTS, DOCUMENTS (EXCLUDING THE COMMERCIAL AGREEMENTS) OR CERTIFICATES CONTEMPLATED HEREBY OR THEREBY, ADMA’S INTERESTS IN THE ADMA CAPITAL STOCK AND ADMA BIOCENTERS ARE BEING TRANSFERRED “AS IS, WHERE IS, WITH ALL FAULTS,” AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE OTHER AGREEMENTS, EQUITY DOCUMENTS OR ANY OF THE OTHER INSTRUMENTS, DOCUMENTS (EXCLUDING THE COMMERCIAL AGREEMENTS) OR CERTIFICATES CONTEMPLATED HEREBY OR THEREBY, ADMA AND BUYER EACH EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER WHATSOVERNATURE, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTENAS TO THE CONDITION, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER VALUE OR QUALITY OF THE CONSTRUCTION ADMA CAPITAL STOCK OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, ADMA BIOCENTERS AND THE PROSPECTS (G) THE MANNER, QUALITY, STATE OF REPAIR FINANCIAL OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOWOTHERWISE), RADONRISKS AND OTHER INCIDENTS OF ADMA, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, BUYER OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGADMA BIOCENTERS.
Appears in 1 contract
Samples: Master Purchase and Sale Agreement (Adma Biologics, Inc.)
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 4, PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT EXCEPT AS DEFINED BELOW)EXPRESSLY SET FORTH IN ARTICLE 4, RADONNO PERSON HAS MADE, MOLD ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR MILDEWPROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 4, NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 4, MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 4, SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘"AS IS’ " CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. PURCHASER HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, SAVE AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES AND COURT COSTS) IN ANY WAY RELATING TO, OR IN CONNECTION WITH OR ARISING OUT OF PURCHASER'S ACQUISITION, OWNERSHIP, LEASING, USE, OPERATION, MAINTENANCE AND MANAGEMENT OF THE PROPERTY. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 1 contract
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS SET FORTH IN THIS SECTION 8, NEITHER SELLER WHATCOUNTS NOR ITS AGENTS HAVE MADE CONTRACTORS, LICENSORS AND DO NOT MAKE, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, SUPPLIERS MAKES ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIEDIMPLIED WARRANTY, ORAL REPRESENTATION, CONDITION, OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR AGREEMENT WITH RESPECT TO (A) THE VALUESOFTWARE, NATURESUPPORT, QUALITY SERVICES, HOSTING SERVICES, OR CONDITION OF ADDITIONAL SERVICES. WHATCOUNTS AND ITS CONTRACTORS, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM AND EXCLUDE TO THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS WARRANTIES OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE PURPOSE, OR ARISING FROM USAGE, CONDUCT, OR COURSE OF TRADE. WHATCOUNTS DOES NOT WARRANT THAT THE OPERATION OF THE REAL PROPERTYSOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED. Limitation of Liability, (F) Remedy Limitation of Remedy. EXCEPT AS PROHIBITED BY LAW OR FOR CLAIMS ARISING UNDER SECTION 7.3, WHATCOUNTS, ITS CONTRACTORS, LICENSORS AND SUPPLIERS SHALL NOT BE LIABLE TO CUSTOMER, AUTHORIZED USERS, OR ANY OTHER THIRD PARTIES, FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES OR LIABILITIES FOR ANY CAUSE WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ALL SUBSCRIPTION SCHEDULES SERVICE SCHEDULES, OR AMENDMENTS THERETO, WHETHER IN CONTRACT OR TORT OR BY WAY OF INDEMNITY OR OTHERWISE, INCLUDING A BREACH THEREOF OR INCLUDING DAMAGES OR LIABILITIES FOR LOST PROFIT, LOST REVENUE, LOSS OF USE, LOSS OF GOODWILL, LOSS OF REPUTATION, LOSS OF DATA, COSTS OF RECREATING LOST DATA, THE MANNER COST OF ANY SUBSTITUTE EQUIPMENT, PROGRAM, OR QUALITY DATA, OR CLAIMS BY ANY THIRD PARTY REGARDLESS OF WHETHER THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES HAVE BEEN COMMUNICATED TO WHATCOUNTS AND REGARDLESS OF WHETHER WHATCOUNTS HAS OR GAINS KNOWLEDGE OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY DAMAGES OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGLIABILITIES.
Appears in 1 contract
Samples: Master Agreement
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8.1, EPHESOFT DOES NOT MAKE, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, MAKE ANY OTHER REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES CONDITIONS OF ANY KIND OR CHARACTER WHATSOVERKIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PASTWHETHER EXPRESS, PRESENT IMPLIED, OR FUTUREARISING BY STATUTE, OFCUSTOM, AS TOCOURSE OF DEALING OR TRADE USAGE, CONCERNING OR WITH RESPECT TO (A) THE VALUESUBJECT MATTER OF THIS AGREEMENT, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR IN CONNECTION WITH THIS AGREEMENT. EPHESOFT SPECIFICALLY DISCLAIMS ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF IMPLIED WARRANTIES OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS CONDITIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, AND NON-INFRINGEMENT. EPHESOFT DOES NOT WARRANT THAT THE DELIVERABLES OR ANY SERVICES PROVIDED UNDER THIS AGREEMENT WILL MEET CLIENT'S REQUIREMENTS, THAT THE OPERATION OF THE REAL PROPERTY, (F) THE MANNER DELIVERABLES WILL BE UNINTERRUPTED OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYERROR FREE, OR (H) THAT DEFECTS IN THE DELIVERABLES WILL BE CORRECTED.
9. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY OTHER MATTER WITH RESPECT INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR RELATED TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTSTHIS AGREEMENT, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TOTO DAMAGES FOR LOST DATA, REVENUE OR PROFITS, HOWEVER CAUSED AND ARISING UNDER ANY RIGHT THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR CLAIM TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF CONTRIBUTION) THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL EPHESOFT'S AGGREGATE LIABILITY ARISING FROM OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE REAL PROPERTY OR NET AMOUNT EPHESOFT HAS ACTUALLY RECEIVED FROM CLIENT UNDER THE SERVICE SPECS APPLICABLE TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGCLAIM.
Appears in 1 contract
Samples: Professional Services
Disclaimer. PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT NEITHER THAT, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, NONE OF SELLER NOR ITS AGENTS HAVE OR SELLER’S EMPLOYEES, AGENTS, INVESTMENT BANKERS, BROKERS OR OTHER REPRESENTATIVES (COLLECTIVELY, WITH SELLER, THE “SELLER PARTIES”) HAS MADE AND DO NOT OR DOES MAKE, AND SELLER EACH SUCH PARTY SPECIFICALLY NEGATES AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMDISCLAIMS, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROJECTS, INCLUDING, WITHOUT LIMITATION, (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, PROJECTS; (B) THE WATER, SOIL AND GEOLOGYGEOLOGY OF THE PROJECTS, (BC) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYPROJECTS, (CD) THE SUITABILITY OF THE REAL PROPERTY PROJECTS FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER BUYER MAY CONDUCT THEREON, (DE) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY PROJECTS OR ITS THEIR OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (EF) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTYPROJECTS, (FG) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTYPROJECTS, (GH) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYPROJECTS, OR (HI) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTYPROJECTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND SPECIFICALLY, THAT THE SELLER AND ITS AGENTS PARTIES HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY PROJECTS OF HAZARDOUS MATERIALS. BUYER HEREBY RELEASES SELLER PARTIES FROM ANY AND ALL LIABILITY IN CONNECTION WITH ANY CLAIMS THAT BUYER MAY HAVE AGAINST SELLER PARTIES, AND BUYER HEREBY AGREES NOT TO ASSERT ANY CLAIMS FOR CONTRIBUTION, COST RECOVERY OR OTHERWISE, AGAINST ANY SELLER PARTY RELATING DIRECTLY OR INDIRECTLY TO THE EXISTENCE OF ASBESTOS OR HAZARDOUS MATERIALS (AS DEFINED BELOW)OR SUBSTANCES ON, RADONOR ENVIRONMENTAL CONDITIONS OF, MOLD THE PROJECT, WHETHER KNOWN OR MILDEWUNKNOWN. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTYPROJECTS, PURCHASER BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY PROJECTS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEWPARTIES. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY PROJECTS WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS PARTIES HAVE NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MAKE NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS PARTIES ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTYPROJECTS, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, INVESTMENT BANKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE TRANSFER OF THE REAL PROPERTY IS PROJECTS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ”, “WHERE IS” CONDITION AND BASIS “WITH ALL FAULTS”. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE ACQUISITION VALUE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD PROJECTS ARE TRANSFERRED BY SELLER AND PURCHASED ACCEPTED BY PURCHASER BUYER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSING.
Appears in 1 contract
Disclaimer. Except as otherwise expressly provided in this Agreement or in any other Operative Document, PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO HAS NOT MAKEMADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMNEGATES, ANY REPRESENTATIONSREPRESENTATION OR WARRANTY, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL RELATING TO THE NATURE, CONDITION, OR WRITTENSUITABILITY OF ANY OF THE ASSETS FOR ANY PURPOSE, PAST, PRESENT OR FUTURE, OF, AS INCLUDING BUT NOT LIMITED TO, CONCERNING OR WITH RESPECT TO
(A) ANY EXPRESS OR IMPLIED WARRANTY RESPECTING THE VALUECHARACTER, NATURECONDITION, OR QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY ANY OF THE REAL PROPERTY FOR OR THE QUANTITY OR QUALITY OF ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT MINERALS OR MINERAL PRODUCTS THAT MIGHT BE FOUND THEREON, THEREIN, OR THEREUNDER OR THAT MIGHT BE EXTRACTED THEREFROM,
(B) ANY EXPRESS OR IMPLIED WARRANTY RESPECTING THE CHARACTER, CONDITION, OR QUALITY OF ANY OF THE PERSONAL PROPERTY,
(C) ANY EXPRESS OR IMPLIED WARRANTY RESPECTING THE EXISTENCE, SIZE, OR PROFITABILITY—NOW OR IN THE FUTURE—OF ANY INTERNATIONAL, NATIONAL, OR REGIONAL WHOLESALE OR RETAIL MARKET FOR CALCIUM CARBONATE, LIMESTONE, BUILDING STONE, OR OTHER ROCK PRODUCTS,
(D) THE COMPLIANCE IF ANY EXPRESS OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS IMPLIED WARRANTY OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, MERCHANTABILITY,
(E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, PURPOSE,
(F) THE MANNER ANY EXPRESS OR QUALITY IMPLIED WARRANTY OF THE CONSTRUCTION CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, ,
(G) THE MANNERANY EXPRESS OR IMPLIED WARRANTY OF FREEDOM FROM DEFECTS, QUALITY, STATE OF REPAIR WHETHER KNOWN OR LACK OF REPAIR OF THE REAL PROPERTY, OR UNKNOWN,
(H) ANY OTHER MATTER EXPRESS OR IMPLIED WARRANTY RESPECTING (1) THE SUFFICIENCY OF ANY PERMIT, OR THE PERMITS COLLECTIVELY, FOR THE CONDUCT OF THE CALDER MINE BUSINESS, (2) THE STATUS OF ANY PERMIT, OR (3) THE TRANSFERABILITY OF ANY PERMIT, AND
(I) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, IT BEING THE EXPRESS INTENTION OF PURCHASER AND SELLER THAT THE ASSETS SHALL BE CONVEYED, TRANSFERRED, AND ASSIGNED TO PURCHASER “AS IS” AND “WHERE IS” AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR, AND PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS MADE OR CAUSED TO BE MADE SUCH INQUIRIES, INVESTIGATIONS, MARKET ANALYSES, AND INSPECTIONS WITH RESPECT TO THE REAL PROPERTY, ASSETS AS PURCHASER DEEMS APPROPRIATE AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO WILL ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘ASSETS “AS IS’ ” AND “WHERE IS” AND IN THEIR PRESENT CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL STATE OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGREPAIR.
Appears in 1 contract
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTYPROJECT, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYPROJECT, (C) THE SUITABILITY OF THE REAL PROPERTY PROJECT FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY PROJECT OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTYPROJECT, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTYPROJECT, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYPROJECT, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW)) OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROJECT, RADONADDITIONALLY, MOLD NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR MILDEWPROMISE REGARDING THE PROJECT OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTYPROJECT, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY PROJECT AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEWPROPERTY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY PROJECT WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATIONINFORMATION EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTYPROJECT, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROJECT AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘"AS IS’ " CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY PROJECT IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF. IN NO EVENT, HOWEVER, SHALL ANY PROVISION OF THIS SECTION (J) BE INTERPRETED OR APPLIED IN ANY MANNER SO AS TO LIMIT, IMPAIR OR PREJUDICE THE RIGHTS OF PURCHASER HEREUNDER WITH RESPECT TO THE REPRESENTATIONS AND WARRANTIES PROVIDED BY OR ON BEHALF OF SELLER IN THIS AGREEMENT OR THE CONDITIONS TO PURCHASER'S OBLIGATIONS TO CLOSE.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Beacon Properties Corp)
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE DEED DELIVERED AT CLOSING, PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTYPROJECT, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYPROJECT, (C) THE SUITABILITY OF THE REAL PROPERTY PROJECT FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY PROJECT OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTYPROJECT, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTYPROJECT, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYPROJECT, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY PROJECT OF HAZARDOUS MATERIALS SUBSTANCES OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROJECT; AND, EXCEPT AS DEFINED BELOWSET FORTH IN THIS AGREEMENT, PURCHASER HEREBY WAIVES ANY RIGHT TO MAKE ANY CLAIM BASED ON ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO MAKE ANY CLAIM AGAINST SELLER BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS (EXCEPTING ANY CLAIMS OTHERWISE PERMITTED HEREUNDER BASED ON SELLER’S BREACH OF ANY EXPRESS REPRESENTATIONS CONCERNING ENVIRONMENTAL LAWS). ADDITIONALLY, RADONNO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, MOLD AND BY EXECUTION HEREOF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, STATEMENT, WARRANTY, GUARANTY, COVENANT, AGREEMENT OR MILDEWPROMISE REGARDING THE PROJECT OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, GUARANTY, STATEMENT OR PROMISE, IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTYPROJECT, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY PROJECT AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND AT THE CLOSING PURCHASER AGREES TO ACCEPT THE REAL PROPERTY PROJECT AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY PROJECT OR TO ANY HAZARDOUS MATERIALS SUBSTANCES ON THE REAL PROPERTY, MOLD OR MILDEWPROJECT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY PROJECT WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATIONINFORMATION EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTYPROJECT, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROJECT AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY PROJECT IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF. Notwithstanding the above, if any actual, existing violations are noted or issued by any federal, state or local governmental authority between the date hereof and the day immediately preceding the Closing Date which cost less than $500,000 to cure, then Purchaser shall be obligated to close the transaction contemplated under this Agreement and shall receive a credit against the Purchase Price for the cost to cure such violations unless Seller is contesting such violation in which case the cost to cure such violation shall be placed by Seller in escrow with the Title Company until the violation is cured; provided, however, that if such violations are incapable of being cured or the cost to cure such violations is greater than $500,000 (such violations, “Excess Violations”), Purchaser shall not be obligated to close the transaction contemplated hereby and may terminate this Agreement, unless Seller, at its sole option, provides Purchaser an additional credit against the Purchase Price to cure such violations or places the cost to cure such violations in escrow as set forth above. Seller shall notify Purchaser within 5 business days after Seller learns of any violations which are noted or issued from and after the date hereof, the cost to cure such violations, and whether it elects to provide an additional credit to Purchaser to cure any Excess Violations. If Seller notifies Purchaser that it is unable to cure the Excess Violations or is unwilling to provide an additional credit to Purchaser to cure the Excess Violations or to place the cost to cure the Excess Violations in escrow as set forth above, then Purchaser shall provide written notice to Seller within 3 business days after notice from Seller whether (x) Purchaser agrees to waive such violations, in which event the transactions contemplated under this Agreement shall close as scheduled with no adjustment to the Purchase Price, other than the reasonable cost to cure all violations noted or issued from and after the date hereof up to $500,000, or (y) that Purchaser is unwilling to waive such violations, in which event this Agreement shall terminate and be deemed null and void (except for those obligations which expressly survive termination), the parties hereto shall have no further obligations to or recourse against each other except as otherwise expressly set forth herein, and the Xxxxxxx Money shall be returned to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (DiamondRock Hospitality Co)
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, CHROMA DOES NOT MAKEMAKE OR GIVE ANY REPRESENTATION, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMWARRANTY, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES COVENANT OF ANY KIND OR CHARACTER WHATSOVERKIND, WHETHER EXPRESS OR IMPLIED, ORAL IN CONNECTION WITH THE SUPPORT OR WRITTENSERVICES PROVIDED HEREUNDER. WITHOUT LIMITING THE FOREGOING, PASTAND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR CHROMA EXPRESSLY DISCLAIMS ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONIMPLIED WARRANTIES, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWSINCLUDING, RULES, ORDINANCES OR REGULATIONS BUT NOT LIMITED TO IMPLIED WARRANTIES OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITYQUALITY, PROFITABILITY NON\INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY REPRESENTATION, WARRANTY, OR COVENANT BASED ON COURSE OF DEALING OR USAGE IN TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM CHROMA OR THROUGH THE CHROMATIC WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, CHROMATIC, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT^ THAT CHROMATIC WILL MEET CUSTOMER’S REQUIREMENTS^ THAT CHROMATIC WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE^ OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, INCLUDING WITHOUT LIMITATION BY ANY CHROMA SUPPORT. CHROMA SHALL HAVE NO OBLIGATION TO IDENTIFY OR CORRECT ANY DEFECTS OR ERRORS, OR TO MODIFY CHROMATIC OR PERFORM ANY SOFTWARE DEVELOPMENT SERVICES AS PART OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGCHROMA SUPPORT.
Appears in 1 contract
Samples: Terms of Service
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTYPROJECT, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYPROJECT, (C) THE SUITABILITY OF THE REAL PROPERTY PROJECT FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY PROJECT OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTYPROJECT, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTYPROJECT, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYPROJECT, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY PROJECT OF HAZARDOUS MATERIALS OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROJECT; AND EXCEPT AS DEFINED BELOW)EXPRESSLY SET FORTH IN THIS AGREEMENT PURCHASER HEREBY WAIVES ANY RIGHT TO MAKE ANY CLAIM BASED ON ANY OF THE FOREGOING, RADONINCLUDING, MOLD WITHOUT LIMITATION, ANY RIGHT TO MAKE ANY CLAIM AGAINST SELLER BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS. ADDITIONALLY, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR MILDEWPROMISE REGARDING THE PROJECT OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTYPROJECT, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY PROJECT AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY PROJECT AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY PROJECT OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEWPROJECT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY PROJECT WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATIONINFORMATION EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTYPROJECT, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROJECT AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘"AS IS’ " CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY PROJECT IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SUBSECTION SHALL SURVIVE THE CLOSING.CLOSING OR ANY TERMINATION HEREOF. Purchaser, for itself and its agents, affiliates, successors and assigns, hereby releases and forever discharges Seller, its agents, affiliates, successors, assigns, Seller's investment manager, managers, members, partners, shareholders, officers, and directors, from any and all rights, claims and demands at law or in equity, whether direct or indirect, foreseen or unforeseen, or known or unknown at the time of this Agreement, which Purchaser has or may have in the future, arising out of, or in any way connected with, the physical, environmental, economic or legal condition of the Project, or any law or regulation applicable thereto except as expressly set forth herein. Purchaser hereby specifically waives the provisions of any law of any state, territory or jurisdiction that provides that a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. Purchaser hereby specifically acknowledges that Purchaser has carefully reviewed this Subsection 3(I) and discussed its import with legal counsel and that the provisions of this Section 3(I) are a material part of this Agreement. The disclaimer and release contained in this Section 3(I) shall not merge with the transfer of title and shall survive recordation of the Deed. Notwithstanding the foregoing, nothing herein shall be deemed to limit Purchaser's rights for a breach of a representation or warranty as provided in Subsection 3(I) or with respect to a claim for any amounts payable by Seller under Sections 8(D) and 8(E). HARVARD PROPERTY TRUST, LLC, d/b/a BEHRINGER HARVARD FUNDS By:_________________________________ Name:_______________________________ Title:______________________________
Appears in 1 contract
Samples: Purchase and Sale Agreement (Behringer Harvard Reit I Inc)
Disclaimer. PURCHASER EXCEPT AS OTHERWISE SET FORTH IN THE PURCHASE AND SALE AGREEMENT OR THIS ASSIGNMENT, ASSIGNEE ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO ASSIGNOR HAS NOT MAKEMADE, AND SELLER ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND ITS AGENTS SPECIFICALLY NEGATE NEGATES, AND DISCLAIMASSIGNEE HEREBY EXPRESSLY WAIVES, ANY REPRESENTATIONSREPRESENTATION OR WARRANTY, WARRANTIES EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (OTHER THAN a) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, OR THE WARANTY QUALITY, QUANTITY OR VOLUME OF TITLE AS SET OUT IN THE DEED)RESERVES OF HYDROCARBONS, PROMISESIF ANY, COVENANTSATTRIBUTABLE TO THE ASSETS, AGREEMENTS (b) THE ACCURACY, COMPLETENESS OR GUARANTIES MATERIALITY OF ANY KIND INFORMATION, DATA OR CHARACTER WHATSOVEROTHER MATERIALS (WRITTEN OR ORAL) NOW, WHETHER EXPRESS HERETOFORE OR IMPLIEDHEREAFTER FURNISHED TO ASSIGNEE BY OR ON BEHALF OF ASSIGNOR, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO AND (Ac) THE VALUE, NATURE, QUALITY OR ENVIRONMENTAL CONDITION OF THE REAL ASSETS. EXCEPT FOR THE EXPRESS REPRESENTATIONS OF ASSIGNOR SET FORTH IN THE PURCHASE AND SALE AGREEMENT, ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY WAIVES, AS TO PERSONAL PROPERTY, INCLUDING WITHOUT LIMITATIONEQUIPMENT, INVENTORY, MACHINERY AND FIXTURES CONSTITUTING A PART OF THE WATER, SOIL AND GEOLOGYASSETS (i) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (Bii) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY ANY IMPLIED OR EXPRESS WARRANTY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, (iii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY RIGHTS OF PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE REAL PURCHASE PRICE, (v) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, AND (vi) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, IT BEING THE EXPRESS INTENTION OF ASSIGNEE AND ASSIGNOR THAT THE PERSONAL PROPERTY, (F) EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES INCLUDED IN THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALSASSETS SHALL BE CONVEYED TO ASSIGNEE, IF ANYAND ASSIGNEE SHALL ACCEPT SAME, INCORPORATED INTO THE REAL PROPERTYAS IS, (G) THE MANNERWHERE IS, QUALITY, WITH ALL FAULTS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR AND ASSIGNEE REPRESENTS TO ASSIGNOR THAT ASSIGNEE HAS MADE OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER CAUSED TO BE MADE SUCH INSPECTIONS WITH RESPECT TO THE REAL SUCH PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND SPECIFICALLYFIXTURES AS ASSIGNEE DEEMS APPROPRIATE. ASSIGNOR AND ASSIGNEE AGREE THAT, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING TO THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR EXTENT REQUIRED BY APPLICABLE LAW TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT EFFECTIVE, THE CLOSING AGREES TO ACCEPT DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, PURPOSES OF ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGRULE OR ORDER.
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Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKE, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY WARRANTY OF TITLE AS SET OUT IN THE DEED, AS DEFINED BELOW), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR THE OPERATION THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY APPLIANCES, FIXTURES, EQUIPMENT, MACHINERY, FURNITURE, VAULTS AND VAULT DOORS (IF ANY ARE SO LOCATED IN THE PROPERTY), OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE ZONING OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 5.1 SHALL SURVIVE THE CLOSING.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS EXECUTED BY SELLER, PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR PHYSICAL CONDITION OF THE REAL PROPERTYPROJECT, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYPROJECT, (C) THE SUITABILITY OF THE REAL PROPERTY PROJECT FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY PROJECT OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTYPROJECT, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTYPROJECT, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYPROJECT, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY PROJECT OF HAZARDOUS MATERIALS OR (AS DEFINED BELOW)I) ANY OTHER MATTER WITH RESPECT TO THE PROJECT. THE FOREGOING RELEASE SHALL NOT EXTEND TO, RADONAND SHALL EXPRESSLY EXCLUDE, MOLD CLAIMS ARISING FROM (I) SELLER'S BREACH OF THE EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS AND OBLIGATIONS (INCLUDING INDEMNITY OBLIGATIONS) UNDER THIS AGREEMENT AND SELLER'S CLOSING DOCUMENTS WHICH EXPRESSLY SURVIVE THE CLOSING. THE FOREGOING RELEASE SHALL ALSO IN NO EVENT BE DEEMED TO ESTABLISH ANY OBLIGATION OR MILDEWIMPLIED OBLIGATION FOR PURCHASER TO INDEMNIFY SELLER WITH RESPECT TO THE AFOREMENTIONED RELEASED MATTERS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UPON THE CLOSING, PURCHASER HEREBY WAIVES ANY RIGHT TO MAKE ANY CLAIM BASED ON ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO MAKE ANY CLAIM AGAINST SELLER BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS. ADDITIONALLY, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE REGARDING THE PROJECT OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTYPROJECT, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY PROJECT AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY PROJECT AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY PROJECT OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEWPROJECT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY PROJECT WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATIONINFORMATION EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTYPROJECT, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENT EXECUTED BY SELLER, PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROJECT AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘"AS IS’ " CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY PROJECT IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SUBSECTION SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF. In connection with the releases set forth above, Purchaser, on behalf of itself, its affiliated successors, assigns and affiliated successors-in-interest, waives the benefit of California Civil Code Section 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Initials of Purchaser: Initials of Seller:
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Samples: Purchase and Sale Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.)
Disclaimer. PURCHASER EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE OTHER TRANSACTION DOCUMENTS, THE BUYER ACKNOWLEDGES TO AND AGREES WITH SELLER AS FOLLOWS:
(a) THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKETHE BUYER IS PURCHASING THE PROPERTY WITHOUT ANY WARRANTIES OR GUARANTEES, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EITHER EXPRESS OR IMPLIED, AS TO ITS CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, OR ANY OTHER WARRANTY OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF SELLER,
(b) SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY OR GUARANTY, ORAL OR WRITTEN, PASTPAST OR PRESENT, PRESENT EXPRESS OR FUTURE, OF, AS TOIMPLIED, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER THE BUYER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, (H) THE PRESENCE OR ABSENCE OF HAZARDOUS SUBSTANCES AT, ON, UNDER, OR ADJACENT TO THE PROPERTY OR ANY OTHER ENVIRONMENTAL MATTER (INCLUDING ANY LIABILITY UNDER CERCLA) OR CONDITION OF THE PROPERTY, OR (HI) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS .
(AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON c) ANY INFORMATION PROVIDED OR TO BE PROVIDED ON BEHALF OF SELLER BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED AN UNRELATED THIRD PARTY WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.
(d) SELLER SHALL NOT BE LIABLE UNDER ANY STRICT TORT LIABILITY THEORY AND SELLER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES. FURTHER, SELLER AND ITS AGENTS ARE SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKERINVESTMENT BANKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES PERSON EXCEPT FOR THE REPRESENTATIONS AND AGREES THAT TO WARRANTIES SET FORTH IN THIS AGREEMENT AND THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGOTHER TRANSACTION DOCUMENTS.
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Disclaimer. PURCHASER ACKNOWLEDGES THE PRODUCTS, CONTENT, SERVICES, FREE PRODUCT SAMPLES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE OTHER OFFERS FROM OR LISTED THROUGH THE SITE ARE PROVIDED "AS-IS," "AS AVAILABLE," AND DO NOT MAKEALL WARRANTIES, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS SITE AND ANY WEBSITE WITH WHICH IT IS LINKED. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION, WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF MONEY, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU THE USER. THIS SITE AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PASTOBTAINED BY YOU FROM US THROUGH THE SITE SHALL CREATE ANY WARRANTY, PRESENT REPRESENTATION OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY INFORMATION AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS SITE ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION GENERAL INFORMATION PURPOSES ONLY AND BASIS WITH ALL FAULTSDO NOT CONSTITUTE PROFESSIONAL ADVICE. IT IS UNDERSTOOD YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT COMPLETENESS OF ALL OF THE REAL PROPERTY INFORMATION AVAILABLE ON THIS SITE OR ANY WEBSITE WITH WHICH IT IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGLINKED.
Appears in 1 contract
Samples: Terms of Use Agreement
Disclaimer. PURCHASER ACKNOWLEDGES EXCEPT FOR THE REPRESENTATIONS AND AGREES WARRANTIES OF SELLERS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, THE BUYER PARTIES ACKNOWLEDGE TO AND AGREE WITH SELLERS THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE THE BUYER PARTIES ARE DIRECTLY OR INDIRECTLY ACQUIRING THE PROPERTY AND DO NOT MAKETHE REAL PROPERTY (FOR PURPOSES HEREOF, COLLECTIVELY, THE “ASSETS”) “AS IS” AND SELLER “WITH ALL FAULTS” AS OF THE CLOSING DATE AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMEXPRESSLY WITHOUT ANY WARRANTIES, ANY REPRESENTATIONSREPRESENTATIONS OR GUARANTEES, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EITHER EXPRESS OR IMPLIED, AS TO ITS CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, OR ANY OTHER WARRANTY OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF SELLERS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLERS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, SELLERS SPECIFICALLY DISCLAIM ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PASTPAST OR PRESENT, PRESENT EXPRESS OR FUTURE, OF, AS TOIMPLIED, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTYASSETS, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYASSETS, (C) THE SUITABILITY OF THE REAL PROPERTY ASSETS FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER THE BUYER PARTIES MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY ASSETS OR ITS THEIR OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYAUTHORITY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTYASSETS, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTYASSETS, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYASSETS, (H) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER, OR ADJACENT TO THE ASSETS OR ANY OTHER ENVIRONMENTAL MATTER (INCLUDING ANY LIABILITY UNDER CERCLA) OR CONDITION OF THE ASSETS, OR (HJ) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTYASSETS. THE BUYER PARTIES ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND SPECIFICALLYWARRANTIES OF SELLERS CONTAINED IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED BY OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM ON BEHALF OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED SELLERS WITH RESPECT TO THE REAL PROPERTY ASSETS WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS SELLERS HAVE NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE SELLERS SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTYASSETS, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKERINVESTMENT BANKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSONPERSON EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS. PURCHASER THE BUYER PARTIES FURTHER ACKNOWLEDGES ACKNOWLEDGE AND AGREES AGREE THAT THE BUYER PARTIES ARE SOPHISTICATED AND EXPERIENCED BUYERS OF ASSETS SUCH AS THE ASSETS DESCRIBED HEREIN AND HAVE BEEN DULY REPRESENTED BY COUNSEL IN CONNECTION WITH THE NEGOTIATION OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS. SELLERS HAVE MADE NO AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAWALTER, THE SALE REPAIR OR IMPROVE ANY OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘ASSETS OTHER THAN AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD CONTEMPLATED BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSING5.2.
Appears in 1 contract
Samples: Purchase Agreement (Metalico Inc)
Disclaimer. PURCHASER ACKNOWLEDGES EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN THESE TERMS, ALL INFORMATION, CONTENT, OR SERVICES PROVIDED BY THE INDIANA AFTERSCHOOL NETWORK TO YOU VIA THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE “WHERE IS” AND DO NOT MAKE, AND SELLER WITHOUT ANY WARRANTIES OF ANY KIND. INDIANA AFTERSCHOOL NETWORK AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERTHIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, ORAL OR WRITTENINCLUDING, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY WARRANTIES OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE REAL PROPERTYCONTRARY, (F) INDIANA AFTERSCHOOL NETWORK AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNERACCURACY, QUALITY, STATE OF REPAIR SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR LACK OF REPAIR AVAILABILITY OF THE REAL PROPERTYWEBSITE OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE WEBSITE. YOU SPECIFICALLY ACKNOWLEDGE THAT THE INDIANA AFTERSCHOOL NETWORK AND ITS THIRD- PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE WEBSITE AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER THE INDIANA AFTERSCHOOL NETWORK NOR ANY OF ITS THIRD- PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE WEBSITE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. INDIANA AFTERSCHOOL NETWORK FURTHER MAKES NO WARRANTY THAT THE WEBSITE WILL BE FREE OF VIRUSES, WORMS, OR (H) TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER MATTER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THAT INDIANA AFTERSCHOOL NETWORK, ITS AFFILIATES, AND THEIR THIRD- PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE WEBSITE OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST THE INDIANA AFTERSCHOOL NETWORK FOR DISSATISFACTION WITH THE WEBSITE OR THE CONTENT IS TO CEASE YOUR USE OF THE WEBSITE AND/OR THE CONTENT. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW. 10. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL THE INDIANA AFTERSCHOOL NETWORK OR ANY OF ITS THIRD-PARTY LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE WEBSITE, OR THE DATA, CONTENT OR INFORMATION ACCESSED VIA THE WEBSITE OR ANY HYPERLINKED WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE WEBSITE, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF THE INDIANA AFTERSCHOOL NETWORK OR ITS THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY ACCESSING THE WEBSITE SUBJECT TO THESE TERMS OF USE, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO THE REAL PROPERTYCLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND SPECIFICALLYIN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT SELLER YOU HAVE READ AND ITS AGENTS HAVE NOT MADEUNDERSTOOD, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTIONHEREBY EXPRESSLY WAIVE, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT THE BENEFITS OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION SECTION 1542 OF THE REAL PROPERTY CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT ON ANY INFORMATION PROVIDED EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO BE PROVIDED BY SELLER EXIST IN HIS OR ITS AGENTS AND HER FAVOR AT THE CLOSING AGREES TO ACCEPT TIME OF EXECUTING THE REAL PROPERTY AND WAIVE ALL OBJECTIONS RELEASE, WHICH IF KNOWN BY HIM OR CLAIMS AGAINST SELLER AND/HER MUST MATERIALLY AFFECT HIS OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO HER SETTLEMENT WITH THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGDEBTOR.”
Appears in 1 contract
Samples: Terms of Use
Disclaimer. EXCEPT AS SET FORTH IN THIS ARTICLE 5, NONE OF THE SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES MAKE OR HAVE MADE, AND THE PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO IT HAS NOT MAKE, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMRELIED ON, ANY REPRESENTATIONSOTHER STATEMENT, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)REPRESENTATION OR WARRANTY, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL AT LAW OR WRITTENIN EQUITY, PASTIN RESPECT OF THE COMPANY GROUP, PRESENT THE COMPANY SECURITIES, THE SUBSIDIARY SECURITIES, THE BUSINESS OR FUTUREANY OF THE ASSETS OF THE COMPANY GROUP, OFINCLUDING, AS TOWITHOUT LIMITATION, CONCERNING OR WITH RESPECT TO (Aa) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (b) THE VALUEOPERATION OF THE BUSINESS BY THE PURCHASER AFTER THE CLOSING IN ANY MANNER, NATUREOR (c) THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY GROUP OR BUSINESS AFTER THE CLOSING. WITHOUT LIMITING THE FOREGOING, THE SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES AS TO THE FOLLOWING: (i) ANY DIMENSION OR SPECIFICATIONS OF ANY OF THE ASSETS OF THE COMPANY GROUP OR THE MINEABILITY, MERCHANTABILITY, WASHABILITY, VOLUME, QUANTITY, QUALITY OR RECOVERABILITY OF ANY COAL OR COAL RESERVES IN, ON OR UNDER THE LEASED REAL PROPERTY OR THE FEASIBILITY OF ANY MINE PLANS; (ii) PRICING OR VALUE ASSUMPTIONS, OR ESTIMATES ATTRIBUTABLE TO THE ASSETS OF THE COMPANY GROUP, OR THE ABILITY OR POTENTIAL OF THE ASSETS OF THE COMPANY GROUP FOR MINING PURPOSES, OR THE PROJECTED INCOME OR EXPENSES FOR THE ASSETS OF THE COMPANY GROUP, INCLUDING ANY ESTIMATE AND APPRAISAL OF THE EXTENT AND VALUE OF THE COAL SEAMS, MINING RIGHTS AND RESERVES; (iii) THE GEOLOGICAL OR ENGINEERING CONDITION OF ANY OF THE REAL PROPERTYASSETS OF THE COMPANY GROUP, INCLUDING SOUNDNESS, STABILITY OR SURFACE OR STRATA SUPPORT; (iv) THE XXXXXXXX XXXXXX REPORTS, OR (v) ANY OTHER THIRD-PARTY REPORTS, SURVEYS, ANALYSES OR ASSESSMENTS (INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTIONSURVEYS, POLLUTION ANALYSES OR LAND USE, ZONING, FLOOD ZONE ASSESSMENTS) FURNISHED OR DEVELOPMENT MADE AVAILABLE TO PURCHASER IN THE COURSE OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING PURCHASER’S DUE DILIGENCE INVESTIGATION AND REVIEW IN CONNECTION WITH THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTYCONTEMPLATED TRANSACTIONS, OR THE OPERATION THEREOFCOMPLETENESS, FURNISHED BY ACCURACY, RELIABILITY OR CORRECTNESS OF ANY REAL ESTATE BROKERSUCH REPORT, AGENTSURVEY, EMPLOYEEANALYSIS OR ASSESSMENT OR ANY INFORMATION, SERVANT, AUCTIONEER ANALYSES OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGASSESSMENTS CONTAINED THEREIN.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ramaco Resources, Inc.)
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKE, AND SELLER AND ITS AGENTS EXCEPT AS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT FORTH IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THIS AGREEMENT:
(A) THE VALUEPLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, NATUREWITHOUT ANY WARRANTIES, QUALITY REPRESENTATIONS OR CONDITION CONDITIONS OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, ANY KIND;
(B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYTSX TRUST (WHICH FOR PURPOSES OF THIS SECTION 10.3 INCLUDES TSX TRUST, (COUR PARENT, SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS) THE SUITABILITY OF THE REAL PROPERTY FOR AND ITS LICENSORS HEREBY DISCLAIM ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONEXPRESS, (D) THE COMPLIANCE IF IMPLIED, COLLATERAL OR BY THE REAL PROPERTY STATUTORY WARRANTIES, REPRESENTATIONS OR ITS OPERATION WITH CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY LAWS, RULES, ORDINANCES OR REGULATIONS IMPLIED WARRANTIES OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITYMERCHANTABLE QUALITY, PROFITABILITY COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE;
(C) NEITHER TSX TRUST NOR ANY OF ITS LICENSORS REPRESENTS OR WARRANTS THAT THE PLATFORM (OR ANY PART THEREOF) WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE, OR THAT ALL ERRORS CAN OR WILL BE CORRECTED;
(D) WITHOUT LIMITING THE GENERALITY OF THE REAL PROPERTYFOREGOING, (F) THE MANNER TSX TRUST AND ITS LICENSORS EXPRESSLY DISCLAIM ANY REPRESENTATION OR QUALITY WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO END USER IN CONNECTION WITH END USER’S USE OF THE CONSTRUCTION PLATFORM (OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (GANY PART THEREOF) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYIS ACCURATE, OR CAN OR SHOULD BE RELIED UPON FOR ANY PURPOSE WHATSOEVER; AND
(HE) OUR SOLE OBLIGATION, AND YOUR SOLE REMEDY, WILL BE TMX’S EXERCISE OF REASONABLE EFFORTS TO CORRECT ANY OTHER MATTER WITH RESPECT MALFUNCTION IN THE PLATFORM AND TO PROVIDE ACCESS TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING PLATFORM AS SOON AS REASONABLY POSSIBLE IN THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGCIRCUMSTANCES.
Appears in 1 contract
Samples: End User License & Service Agreement
Disclaimer. (a) PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER THAT, EXCEPT AS HEREIN EXPRESSLY PROVIDED, SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY ANY WARRANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF ANY OF THE REAL PROPERTYPROPERTIES, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, ; (B) THE INCOME TO BE DERIVED FROM ANY OF THE REAL PROPERTY, PROPERTIES; (C) THE SUITABILITY OF ANY OF THE REAL PROPERTY PROPERTIES FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANYONE ELSE MAY CONDUCT THEREON, ; (D) THE COMPLIANCE IF OF OR BY ANY OF THE REAL PROPERTY PROPERTIES OR ITS THEIR OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, ; (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OR THE REAL PROPERTY, PROPERTIES; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO ANY OF THE REAL PROPERTY, PROPERTIES; (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE REAL PROPERTY, PROPERTIES; OR (H) ANY OTHER MATTER WITH RESPECT TO ANY OF THE REAL PROPERTYPROPERTIES, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION POLLUTION, ZONING OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON ANY OF THE REAL PROPERTY PROPERTIES OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEWMATERIALS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL EACH PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL EACH PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO ANY OF THE REAL PROPERTYPROPERTIES, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROPERTIES AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 ARTICLE SHALL SURVIVE CLOSING OR THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT WITHOUT CLOSING, AS APPLICABLE.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (American Financial Realty Trust)
Disclaimer. PURCHASER XXXXXX ACKNOWLEDGES THAT XXXXXX HAS NOT PARTICIPATED IN THE SELECTION OF THE EQUIPMENT AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE THE EQUIPMENT IS OF THE TYPE, DESIGN, SIZE, CAPACITY AND MANUFACTURE SELECTED BY LESSEE. LESSEE ACKNOWLEDGES THAT LESSOR WILL NOT, AND HAS NO OBLIGATION TO, INSPECT THE EQUIPMENT AND THAT LESSOR HAS NOT MADE AND DO WILL NOT MAKEMAKE ANY REPRESENTATION, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMWARRANTY OR COVENANT, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIEDIMPLIED ON WHICH LESSEE MAY RELY, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTYMERCHANTABILITY, AND SPECIFICALLYFITNESS, THAT SELLER AND ITS AGENTS HAVE NOT MADESAFETY, DO NOT MAKE AND SPECIFICALLY DISCLAIM CONDITION, QUALITY, DURABILITY OR SUITABILITY FOR LESSEE'S PURPOSES OF THE EQUIPMENT IN ANY REPRESENTATIONS REGARDING RESPECT, THE EQUIPMENT'S COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTIONLAW, POLLUTION RULE, SPECIFICATION OR LAND USECONTRACT PERTAINING THERETO, ZONINGOR PATENT INFRINGEMENT, FLOOD ZONE LATENT DEFECTS, OR DEVELOPMENT OF REGIONAL IMPACT LAWSANY OTHER REPRESENTATION, RULESWARRANTY OR COVENANT, REGULATIONS, ORDERS EXPRESS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEWIMPLIED. PURCHASER LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTYLESSOR IS NOT A MANUFACTURER OF, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OR MERCHANT OR DEALER IN, EQUIPMENT OF THE REAL PROPERTY SAME TYPE AS THE EQUIPMENT AND THAT LESSOR HAS NO DUTY TO ENFORCE ANY WARRANTIES ON BEHALF OF LESSEE. LESSOR SHALL NOT ON BE LIABLE TO LESSEE FOR ANY INFORMATION PROVIDED LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE PROVIDED CAUSED DIRECTLY OR INDIRECTLY BY SELLER THE EQUIPMENT OR ITS AGENTS AND AT BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN, WHETHER DIRECT, INDIRECT, EXEMPLARY OR PUNITIVE, WHETHER OR NOT LESSOR HAS BEEN ADVISED OF THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION POSSIBILITY OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGDAMAGES.
Appears in 1 contract
Disclaimer. (a) PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY WARRANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF ANY OF THE REAL PROPERTYPROPERTIES, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, ; (B) THE INCOME TO BE DERIVED FROM ANY OF THE REAL PROPERTY, PROPERTIES; (C) THE SUITABILITY OF ANY OF THE REAL PROPERTY PROPERTIES FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANYONE ELSE MAY CONDUCT THEREON, ; (D) THE COMPLIANCE IF OF OR BY ANY OF THE REAL PROPERTY PROPERTIES OR ITS THEIR OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, ; (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OR THE REAL PROPERTY, PROPERTIES; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO ANY OF THE REAL PROPERTY, PROPERTIES; (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE REAL PROPERTY, PROPERTIES; OR (H) ANY OTHER MATTER WITH RESPECT TO ANY OF THE REAL PROPERTYPROPERTIES, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION POLLUTION, ZONING OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON ANY OF THE REAL PROPERTY PROPERTIES OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEWMATERIALS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL EACH PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL EACH PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO ANY OF THE REAL PROPERTYPROPERTIES, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROPERTIES AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘"AS IS’ " CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 ARTICLE SHALL SURVIVE CLOSING OR THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT WITHOUT CLOSING, AS APPLICABLE.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (American Financial Realty Trust)
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER EXCEPT FOR THE SPECIAL WARRANTY OF TITLE SET FORTH IN THE DEED AND THE REPRESENTATIONS AND WARRANTIES OF SELLER NOR ITS AGENTS HAVE MADE SET FORTH IN SECTION 5.4(a), SELLER HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW)) OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, RADONNO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, MOLD AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR MILDEWPROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. PURCHASER FURTHER ACKNOWLEDGES THAT CONTAMINANTS ARE ON OR UNDER THE PROPERTY AS THE RESULT OF THE ACTIVITIES OF A NEIGHBORING PROPERTY OWNER AND THAT INFORMATION IS AVAILABLE CONCERNING THIS IN THE FILE OF THE VOLUNTARY CLEANUP PROGRAM PROJECT NO. 419 AT THE TEXAS NATURAL RESOURCE CONSERVATION COMMISSION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘"AS IS’ " CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. PURCHASER HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, SAVE AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES AND COURT COSTS) IN ANY WAY RELATING TO, OR IN CONNECTION WITH OR ARISING OUT OF PURCHASER'S ACQUISITION, OWNERSHIP, LEASING, USE, OPERATION, MAINTENANCE AND MANAGEMENT OF THE PROPERTY EXCLUDING HOWEVER, ANY SUCH DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES RELATED TO RELEASES OF HAZARDOUS MATERIALS OCCURRING PRIOR TO THE CLOSING DATE (OTHER THAN RELEASES OF HAZARDOUS MATERIALS CAUSED OR PERMITTED TO BE CAUSED BY PURCHASER PRIOR TO THE CLOSING DATE, IT BEING UNDERSTOOD THAT PURCHASER SHALL INDEMNIFY AND HOLD HARMLESS SELLER IN CONNECTION WITH THE SAME). THE PROVISIONS OF THIS SECTION 5.01 6 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Murray Income Properties Ii LTD)
Disclaimer. (a) PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY WARRANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF ANY OF THE REAL PROPERTYPROPERTIES, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, ; (B) THE INCOME TO BE DERIVED FROM ANY OF THE REAL PROPERTY, PROPERTIES; (C) THE SUITABILITY OF ANY OF THE REAL PROPERTY PROPERTIES FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANYONE ELSE MAY CONDUCT THEREON, ; (D) THE COMPLIANCE IF OF OR BY ANY OF THE REAL PROPERTY PROPERTIES OR ITS THEIR OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, ; (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OR THE REAL PROPERTY, PROPERTIES; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO ANY OF THE REAL PROPERTY, PROPERTIES; (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE REAL PROPERTY, PROPERTIES; OR (H) ANY OTHER MATTER WITH RESPECT TO ANY OF THE REAL PROPERTYPROPERTIES, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION POLLUTION, ZONING OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON ANY OF THE REAL PROPERTY PROPERTIES OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEWMATERIALS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL EACH PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL EACH PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO ANY OF THE REAL PROPERTYPROPERTIES, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROPERTIES AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 ARTICLE SHALL SURVIVE CLOSING OR THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT WITHOUT CLOSING, AS APPLICABLE.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (American Financial Realty Trust)
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY SPECIAL WARRANTY OF TITLE AS SET OUT IN THE DEED, AS DEFINED BELOW), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW)) OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, RADONEXCEPT AS EXPRESSLY SET FORTH HEREIN, MOLD NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR MILDEWPROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND ON THE EXPRESS REPRESENTATIONS CONTAINED HEREIN AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND EXCEPT FOR SUCH INFORMATION WHICH IS "CERTIFIED" BY SELLER, THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. UNLESS EXPRESSLY STATED HEREIN, SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘"AS IS’ " CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 5 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)
Disclaimer. PURCHASER ACKNOWLEDGES EXCEPT AS SET FORTH IN SECTION 5 ABOVE AND AGREES THAT NEITHER THE SPECIAL WARRANTY IN THE ASSIGNMENT, SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKEMAKES NO, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMEXPRESSLY DISCLAIMS ANY, ANY REPRESENTATIONSREPRESENTATION OR WARRANTY, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (AI) TITLE TO ANY OF THE ASSETS, (II) THE VALUECONTENTS, NATURECHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, QUALITY OR CONDITION ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE ASSETS, (III) THE QUANTITY, QUALITY, OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE ASSETS, (IV) THE EXISTENCE OF ANY PROSPECT, RECOMPLETION, INFILL, STEP-OUT OR OTHER DRILLING OPPORTUNITIES, (V) ANY ESTIMATES OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, VALUE OF THE WATER, SOIL AND GEOLOGYASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (BVI) THE INCOME TO BE DERIVED PRODUCTION OF PETROLEUM SUBSTANCES FROM THE REAL PROPERTYASSETS, OR WHETHER PRODUCTION HAS BEEN CONTINUOUS, OR IN PAYING QUANTITIES, OR ANY PRODUCTION OR DECLINE RATES, (CVII) THE SUITABILITY MAINTENANCE, REPAIR, CONDITION, ENVIRONMENTAL CONDITION, QUALITY, SUITABILITY, DESIGN, OR MARKETABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONASSETS, (DVIII) THE COMPLIANCE IF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT, (IX) ANY OTHER MATERIALS OR BY THE REAL PROPERTY INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS OPERATION AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES, OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND ANY DOCUMENTS EXECUTED HEREUNDER OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND (X) COMPLIANCE WITH ANY LAWSENVIRONMENTAL LAW, RULESAND SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, ORDINANCES EXPRESS OR REGULATIONS IMPLIED, OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYPURPOSE, OR (H) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTYEQUIPMENT, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT THE PURCHASE PRICE ASSETS ARE BEING TRANSFERRED “AS IS, WHERE IS,” WITH ALL FAULTS AND DEFECTS, AND THAT BUYER HAS BEEN ADJUSTED MADE OR CAUSED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGBE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE.
Appears in 1 contract
Samples: Purchase and Sale Agreement (SandRidge Mississippian Trust II)
Disclaimer. PURCHASER XXXXX UNDERSTANDS THAT RECEIVER IS A COURT-APPOINTED RECEIVER, AND CONSEQUENTLY, RECEIVER HAS LITTLE OR NO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE RECEIVER HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT PRESENT, OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY QUALITY, SQUARE FOOTAGE, OR CONDITION OF THE REAL PROPERTYPURCHASED ASSETS, INCLUDING INCLUDING, WITHOUT LIMITATION, (A) THE WATER, SOIL SOIL, AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYPURCHASED ASSETS, (C) THE SUITABILITY OF THE REAL PROPERTY PURCHASED ASSETS FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER BUYER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY PURCHASED ASSETS OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES ORDINANCES, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY PROFITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTYPURCHASED ASSETS, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS ORDERS, OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS MATERIALS, (AS DEFINED BELOW)G) THE EXISTENCE OF ANY VIEW FROM THE PURCHASED ASSETS OR THAT ANY EXISTING VIEW WILL NOT BE OBSTRUCTED IN THE FUTURE, RADON(H) THE SUFFICIENCY OF ANY DRAINAGE FOR THE PURCHASED ASSETS, MOLD (I) WHETHER THE PURCHASED ASSETS ARE LOCATED WHOLLY OR MILDEWPARTIALLY IN A FLOOD HAZARD AREA OR ANY SIMILAR AREA, (J) THE AVAILABILITY OF PUBLIC UTILITIES AND SERVICES FOR THE PURCHASED ASSETS, OR (K) ANY OTHER MATTER WITH RESPECT TO THE PURCHASED ASSETS; AND BUYER HEREBY WAIVES ANY RIGHT TO MAKE ANY CLAIM BASED ON ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO MAKE ANY CLAIM AGAINST RECEIVER BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS. PURCHASER ADDITIONALLY, NO PERSON ACTING ON BEHALF OF RECEIVER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF BUYER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY, OR PROMISE REGARDING THE PURCHASED ASSETS OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT, OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF RECEIVER SHALL BE VALID OR BINDING UPON RECEIVER UNLESS EXPRESSLY SET FORTH HEREIN. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTYPURCHASED ASSETS, PURCHASER BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY PURCHASED ASSETS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS RECEIVER, AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY PURCHASED ASSETS AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS RECEIVER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY PURCHASED ASSETS OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEWPURCHASED ASSETS. PURCHASER XXXXX FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY PURCHASED ASSETS WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE RECEIVER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE RECEIVER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTYPURCHASED ASSETS, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER XXXXX FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PURCHASED ASSETS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY PURCHASED ASSETS IS SOLD BY SELLER RECEIVER AND PURCHASED BY PURCHASER BUYER SUBJECT TO THE FOREGOING. XXXXX HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AND DEALING WITH PROPERTIES IN RECEIVERSHIP, THAT ENABLES BUYER TO EVALUATE THE MERIT AND RISKS OF THE TRANSACTION CONTEMPLATED HEREBY. BUYER IS NOT IN A DISPARATE BARGAINING POSITION VIS-A-VIS RECEIVER, AND XXXXX XXXXXX WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS, BENEFITS AND REMEDIES UNDER CONSUMER PROTECTION LAWS WITH RESPECT TO ANY MATTERS PERTAINING TO THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Disclaimer. PURCHASER ACKNOWLEDGES Except as provided above, LESSOR LEASES THE AIRSHIP HEREUNDER "AS-IS", "WHERE-IS" AND AGREES THAT LESSOR, NEITHER SELLER MAKES NOR ITS AGENTS SHALL BE DEEMED TO HAVE MADE AND DO NOT OR TO MAKE, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMHEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONSREPRESENTATIONS OR WARRANTIES, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EITHER EXPRESS OR IMPLIED, ORAL STATUTORY OR WRITTENOTHERWISE, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTYAIRSHIP, AND SPECIFICALLYTHE GONDOLA, THAT SELLER AND ITS AGENTS HAVE NOT MADETHE ENVELOPE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ENGINE, ANY ENVIRONMENTAL PROTECTIONPROPELLER, POLLUTION ANY PART, ANY SPARE EQUIPMENT OR LAND USEANY OTHER THING DELIVERED, ZONINGLEASED, FLOOD ZONE SOLD OR DEVELOPMENT OF REGIONAL IMPACT LAWSTRANSFERRED HEREUNDER INCLUDING WITHOUT LIMITATION (I) THE TITLE, RULESAIRWORTHINESS, REGULATIONSVALUE, ORDERS CONDITION, DESIGN OR REQUIREMENTSOPERATION OF, INCLUDING OR THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION QUALITY OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED MATERIAL OR TO BE PROVIDED BY SELLER WORKMANSHIP IN, OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TITLE TO, OR AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE IN, THE AIRSHIP, THE GONDOLA, THE ENVELOPE, ANY RIGHT ENGINE, ANY PROPELLER, ANY PART, ANY SPARE EQUIPMENT OR CLAIM ANY OTHER THING DELIVERED, LEASED, SOLD OR TRANSFERRED HEREUNDER, (II) ANY IMPLIED WARRANTIES OF CONTRIBUTION) MERCHANTABILITY OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE, AGAINST INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT OR THE LIKE, OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR RELATED TO THE REAL PROPERTY USAGE OF TRADE, (III) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED REMEDY IN TORT WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED AIRSHIP, THE GONDOLA, THE ENVELOPE, ANY ENGINE, ANY PROPELLER, ANY PART, ANY SPARE EQUIPMENT OR ANY OTHER THING DELIVERED, LEASED, SOLD OR TRANSFERRED HEREUNDER, WHETHER OR NOT IN STRICT OR ABSOLUTE LIABILITY, OR ARISING FROM A VARIETY THE NEGLIGENCE OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE LESSOR, ACTUAL OR IMPUTED, (IV) ANY INDEPENDENT INVESTIGATION OBLIGATION, LIABILITY, RIGHT, CLAIM OR VERIFICATION REMEDY FOR LOSS OF, OR DAMAGE TO, THE AIRSHIP, THE GONDOLA, THE ENVELOPE, ANY ENGINE, ANY PROPELLER, ANY PART, ANY SPARE EQUIPMENT OR ANY OTHER THING DELIVERED, LEASED, SOLD OR TRANSFERRED HEREUNDER, FOR ANY LOSS OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS USE, REVENUE OR PROFIT, OR ANY OTHER DIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR (V) ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAWAIRSHIP, THE SALE OF GONDOLA, THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTSENVELOPE, ANY ENGINE, ANY PROPELLER, ANY PART, ANY SPARE EQUIPMENT OR ANY OTHER THING DELIVERED, LEASED, SOLD OR TRANSFERRED HEREUNDER. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOINGIt is agreed that, as between Lessor and Lessee, all risks incident to the matters discussed in the preceding sentence are to be borne by Lessee. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGAs and when any right of action shall arise against any Supplier of any part of the Airship or any Spare Equipment, Lessee shall be entitled unless and until a Default or Event of Default shall have occurred and be continuing, at its own expense, to exercise all rights of Lessor against such Supplier; provided, however, that (A) Lessee shall not use Lessor's name without the prior written consent of Lessor, and (B) if as a result of any such action any monies are received from any Supplier as aforesaid, the same shall be paid (x) to the extent such monies are being used to repair or improve (to the extent permitted by Section 11(b)) the Airship or any part thereof or any Spare Equipment, to the Person performing such repairs (unless a Default has occurred and is continuing, in which event they shall be paid to Lessor) and (y) otherwise, to Lessor. Lessee shall preserve and protect Lessor's rights under any warranty, covenant or representation made by any Supplier with respect to the Airship or any Spare Equipment, and Lessee shall take no action which will impair such rights of Lessor and shall act solely in compliance with any restrictions or requirements prerequisite to the continued existence, enforcement, validity and maintenance of any such warranty, covenant or representation.
Appears in 1 contract
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKEMAKES NO, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMEXPRESSLY DISCLAIMS ANY, ANY REPRESENTATIONSREPRESENTATION OR WARRANTY, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (AI) TITLE TO ANY OF THE ASSETS, (II) THE VALUECONTENTS, NATURECHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, QUALITY OR CONDITION ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE ASSETS, (III) THE QUANTITY, QUALITY, OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE ASSETS, (IV) THE EXISTENCE OF ANY PROSPECT, RECOMPLETION, INFILL, STEP-OUT OR OTHER DRILLING OPPORTUNITIES, (V) ANY ESTIMATES OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, VALUE OF THE WATER, SOIL AND GEOLOGYASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (BVI) THE INCOME TO BE DERIVED PRODUCTION OF PETROLEUM SUBSTANCES FROM THE REAL PROPERTYASSETS, OR WHETHER PRODUCTION HAS BEEN CONTINUOUS, OR IN PAYING QUANTITIES, OR ANY PRODUCTION OR DECLINE RATES, (CVII) THE SUITABILITY MAINTENANCE, REPAIR, CONDITION, ENVIRONMENTAL CONDITION, QUALITY, SUITABILITY, DESIGN, OR MARKETABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONASSETS, (DVIII) THE COMPLIANCE IF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT, (IX) ANY OTHER MATERIALS OR BY THE REAL PROPERTY INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS OPERATION AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES, OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND ANY DOCUMENTS EXECUTED HEREUNDER OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND (X) COMPLIANCE WITH ANY LAWSENVIRONMENTAL LAW, RULESAND SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, ORDINANCES EXPRESS OR REGULATIONS IMPLIED, OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYPURPOSE, OR (H) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTYEQUIPMENT, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT THE PURCHASE PRICE ASSETS ARE BEING TRANSFERRED “AS IS, WHERE IS,” WITH ALL FAULTS AND DEFECTS, AND THAT BUYER HAS BEEN ADJUSTED MADE OR CAUSED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGBE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Disclaimer. PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT NEITHER THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER NOR ITS AGENTS HAVE MADE AND DO HAS NOT MAKEMADE, AND SELLER SPECIFICALLY NEGATES AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMDISCLAIMS, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY SPECIAL WARRANTY OF TITLE AS SET OUT CONTAINED IN THE DEEDSPECIAL WARRANTY DEED TO BE DELIVERED IN ACCORDANCE WITH THIS AGREEMENT), PROMISES, COVENANTS, COVENANTS OR AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERREGARDING ANY ASPECT OF THE SHOPPING CENTER, WHETHER EXPRESS OR IMPLIEDINCLUDING, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO WITHOUT LIMITATION: (A) THE VALUE, NATURE, QUALITY OR PHYSICAL CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGYTHEREOF, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYTHEREFROM, (C) THE SUITABILITY OF THE REAL PROPERTY SHOPPING CENTER FOR ANY AND ALL ACTIVITIES AND USES ACTIVITY OR USE WHICH PURCHASER BUYER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY OF THE REAL PROPERTY SHOPPING CENTER OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTYSHOPPING CENTER, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYSHOPPING CENTER, OR (HG) ANY OTHER MATTER WITH RESPECT TO COMPLIANCE OF THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE SHOPPING CENTER WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN THEREIN, THEREON OR ON THE REAL PROPERTY THEREUNDER OF HAZARDOUS MATERIALS (MATERIALS. ADDITIONALLY, EXCEPT AS DEFINED BELOW)EXPRESSLY SET FORTH IN THIS AGREEMENT, RADONNO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, MOLD AND BY EXECUTION HEREOF BUYER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, WARRANTY, COVENANT OR MILDEWAGREEMENT REGARDING THE SHOPPING CENTER OR THE TRANSACTIONS CONTEMPLATED HEREIN. PURCHASER FURTHER BUYER ACKNOWLEDGES AND AGREES THAT THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTYSHOPPING CENTER, PURCHASER BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY INVESTIGATIONS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER, OTHER THAN INFORMATION EXPRESSLY REQUIRED TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEWHEREUNDER. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS EXCEPT AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT EXPRESSLY SET FORTH HEREIN TO THE MAXIMUM EXTENT PERMITTED BY LAW, LAW THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS HEREIN ARE MADE ON AN ‘AS “AS-IS’ CONDITION AND , WHERE-IS” BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSING OR ANY TERMINATION OF THIS AGREEMENT. FURTHERMORE, EXCEPT FOR ANY CLAIM THE BUYER MAY HAVE AS A RESULT OF THE BREACH BY THE SELLER OF ANY EXPRESS REPRESENTATION OR WARRANTY OF SELLER SET FORTH HEREIN, BUYER DOES HEREBY RELEASE AND FOREVER DISCHARGE SELLER, ITS DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, LEGAL REPRESENTATIVES, AGENTS AND ASSIGNS, FROM ANY AND ALL ACTIONS, CAUSES OF ACTION, CLAIMS AND DEMANDS FOR, UPON OR BY REASON OF ANY DAMAGE, LOSS OR INJURY WHICH HERETOFORE HAVE BEEN OR WHICH HEREAFTER MAY BE SUSTAINED BY BUYER RESULTING FROM OR ARISING OUT OF THE PRESENCE OF ANY HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONTAMINATION ON OR IN THE VICINITY OF THE PROPERTY, INCLUDING THE SOIL AND/OR GROUNDWATER (HEREINAFTER REFERRED TO AS THE “CLAIMS”). THIS RELEASE APPLIES TO ALL SUCH CLAIMS WHETHER THE ACTIONS CAUSING THE PRESENCE OF HAZARDOUS MATERIALS ON OR IN THE VICINITY OF THE PROPERTY OCCURRED BEFORE OR AFTER THE CLOSING. THIS RELEASE EXTENDS AND APPLIES TO, AND ALSO COVERS AND INCLUDES, ALL STATUTORY OR COMMON LAW CLAIMS THE BUYER MAY HAVE AGAINST THE SELLER. THE PROVISIONS OF ANY STATE, FEDERAL, OR LOCAL LAW OR STATUTE PROVIDING IN SUBSTANCE THAT RELEASES SHALL NOT EXTEND TO CLAIMS, DEMANDS, INJURIES OR DAMAGES WHICH ARE UNKNOWN OR UNSUSPECTED TO EXIST AT THE TIME, TO THE PERSON EXECUTING SUCH RELEASE, ARE HEREBY EXPRESSLY WAIVED.
Appears in 1 contract
Samples: Real Estate Agreement (Inland Western Retail Real Estate Trust Inc)
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER (A) EXCEPT AS SET FORTH IN THIS ARTICLE III, NONE OF THE SELLER NOR PARENT, SELLER, BVI ONE, THE COMPANY, ITS AGENTS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE OR HAVE MADE AND DO NOT MAKEANY OTHER REPRESENTATION OR WARRANTY, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL AT LAW OR WRITTENIN EQUITY, PASTIN RESPECT OF THE SELLER PARENT, PRESENT SELLER, BVI ONE, THE BUSINESS, THE COMPANY AND PRC SUBSIDIARIES, THE ACQUIRED INTERESTS OR FUTUREANY OF THE ASSETS, OF, AS TO, CONCERNING OR INCLUDING WITH RESPECT TO (AI) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE, (II) THE VALUE, NATURE, QUALITY OR CONDITION OPERATION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATIONBUSINESS BY THE PURCHASER AFTER THE CLOSING IN ANY MANNER OTHER THAN AS USED AND OPERATED BY THE SELLER PARENT, THE WATERSELLER, SOIL BVI ONE THE COMPANY AND GEOLOGY, THE PRC SUBSIDIARIES OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS AFTER THE CLOSING AND (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY NONE OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONSELLER PARENT, (D) THE COMPLIANCE IF OR BY SELLER, BVI ONE, THE REAL PROPERTY OR COMPANY, ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYAFFILIATES, OR (H) ANY OTHER MATTER WITH RESPECT OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO THE REAL PROPERTYPURCHASER, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY SHAREHOLDER OR TO ANY HAZARDOUS MATERIALS ON OTHER PERSON RESULTING FROM THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT DISTRIBUTION TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR PURCHASER, ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION AFFILIATES OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTYREPRESENTATIVES OF, OR THE OPERATION THEREOFPURCHASER’S OR THE PURCHASER SHAREHOLDER’S USE OF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT INFORMATION RELATING TO THE MAXIMUM EXTENT PERMITTED BY LAWBUSINESS, INCLUDING ANY INFORMATION, DOCUMENTS OR MATERIALS MADE AVAILABLE TO THE SALE PURCHASER OR THE PURCHASER SHAREHOLDER, WHETHER ORALLY OR IN WRITING, IN RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT PURCHASER OR THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL PURCHASER SHAREHOLDER OR IN ANY OTHER FORM IN EXPECTATION OF THE REAL PROPERTY TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGHEREBY EXPRESSLY DISCLAIMED.
Appears in 1 contract
Disclaimer. PURCHASER ACKNOWLEDGES CREDIT UNION'S REPRESENTATIONS, WARRANTIES, OBLIGATIONS AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKELIABILITIES, AND SELLER MEMBER'S RIGHTS AND REMEDIES, AS SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE. USE OF PRODUCT AND SERVICES AND ALL RELATED INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) ARE PROVIDED AT MEMBER’S OWN RISK AND ON AN “AS IS” AND “AS AVAILABLE” BASIS. CREDIT UNION AND EACH OF ITS AGENTS SPECIFICALLY NEGATE PARENTS, SUBSIDIARIES AND AFFILIATES HEREBY DISCLAIM, ANY AND MEMBER HEREBY WAIVES AND RELEASES CREDIT UNION, EACH OF ITS PARENTS, SUBISDIIARIES AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES FROM ALL OTHER REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERNATURE, OBLIGATIONS AND LIABILITIES, WHETHER EXPRESS WRITTEN, ORAL, EXPRESS, OR IMPLIED, ORAL ARISING BY LAW OR WRITTENOTHERWISE, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUEANY AND ALL DOCUMENTS, NATURESERVICES, QUALITY INFORMATION, ASSISTANCE, SOFTWARE PRODUCTS, OR CONDITION OF THE REAL PROPERTYOTHER MATTERS PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, LIMITATION (Ba) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY ANY IMPLIED WARRANTY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITYFITNESS FOR A SPECIFIC USE, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYAPPLICATION, OR OTHER IMPLIED CONTRACTUAL WARRANTY; (Hb) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; (c) ANY WARRANTIES OF TIMELINESS OR NON- INFRINGEMENT; AND (d) ANY OTHER MATTER WARRANTY WITH RESPECT TO QUALITY, ACCURACY, OR FREEDOM FROM ERROR. NOTWITHSTANDING THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION GENERALITY OF THE REAL PROPERTY FOREGOING, NEITHER CREDIT UNION NOR EACH OF ITS PARENTS, SUBSIDIARIES AND NOT ON ANY INFORMATION PROVIDED AFFILIATES OR TO SERVICE PROVIDERS WARRANT THAT OPERATION OF THE PRODUCT OR THE SERVICES WILL MEET MEMBER’S REQURIEMENTS OR WILL BE PROVIDED ERROR-FREE OR THAT THEIR OPERATION WILL BE TIMELY, SECURE, OR UNINTERRUPTED. NEITHER CREDIT UNION NOR EACH OF ITS PARENTS, SUBSIDIARIES AND AFFILIATES OR SERVICE PROVIDERS WARRANT THAT THE RESULTS OBTAINED BY SELLER USING THE SERVICES WILL BE ACCURATE OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS RELIABLE OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO ERRORS IN THE SERVICES AND RELATED TECHNOLOGY WILL BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGCORRECTED.
Appears in 1 contract
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER SELLER EYEFINITY NOR ANY OF ITS AGENTS HAVE MADE AND DO NOT MAKETHIRD PARTY VENDORS MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SELLER EACH OF EYEFINITY AND ITS AGENTS THIRD PARTY VENDORS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTYDISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY ANY WARRANTIES OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTYPURPOSE, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSNON-INFRINGEMENT, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PRODUCTS OR SERVICES, AND ANY OTHER TECHNOLOGY OR FEATURES IN CONNECTION WITH THE PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY TREATMENTS, PROCEDURES, INFORMATION, IMAGES, THIRD-PARTY PRODUCTS, MEDICATIONS AND OTHER MATTERS REFERENCED BY THE PRODUCTS OR SERVICES, REMAINS WITH CUSTOMER. ADDITIONALLY, NEITHER EYEFINITY NOR ITS THIRD PARTY VENDORS WARRANT OR MAKE ANY REPRESENTATION REGARDING (A) THE USE OR THE RESULTS OF THE USE OF ITS PRODUCTS OR SERVICES, WEBSITES OR ANY THIRD PARTY PRODUCTS, SERVICES OR WEBSITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE, OR (B) THE ACCURACY OF CODES, IMAGES, INFORMATION OR OTHER DATA PROVIDED BY THE PRODUCTS OR SERVICES. THE CLINICAL INFORMATION PROVIDED BY THE PRODUCTS OR SERVICES IS INTENDED AS A SUPPLEMENT TO, AND NOT A SUBSTITUTE FOR, THE SALE KNOWLEDGE, SKILL AND JUDGMENT OF DOCTORS, OR OTHER HEALTHCARE PROFESSIONALS IN PATIENT CARE. THE ABSENCE OF A WARNING FOR A GIVEN DRUG OR DRUG COMBINATION OR OTHER TREATMENT SHOULD NOT BE CONSTRUED TO INDICATE THAT THE DRUG OR DRUG COMBINATION OR OTHER TREATMENT IS SAFE, APPROPRIATE OR EFFECTIVE IN ANY GIVEN PATIENT. EYEFINITY AND ITS THIRD PARTY VENDORS ARE NOT A HEALTH PLAN, HEALTH CARE PROVIDER OR PRESCRIBER. NEITHER EYEFINITY NOR ITS THIRD PARTY VENDORS GUARANTEE CONTINUOUS, ERROR-FREE, VIRUS-FREE OR SECURE OPERATION AND ACCESS TO THE PRODUCTS OR SERVICES, WEBSITES AND THE CONTENTS THEREOF, SERVICE ELEMENTS OR RELATED SOFTWARE. CUSTOMER ASSUMES THE ENTIRE RISK WITH RESPECT TO THE PERFORMANCE AND RESULTS IN CONNECTION WITH THE PRODUCTS AND SERVICES AND CUSTOMER’S USE OF THE REAL PROPERTY IS PROVIDED PRODUCTS AND SERVICES IN CONNECTION WITH CUSTOMER’S HARDWARE. EYEFINITY AND ITS THIRD PARTY VENDORS SHALL NOT BE LIABLE FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT ANY DAMAGE CAUSED BY THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL INTERACTION OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOINGPRODUCTS OR SERVICES WITH ANY DEVICE OR ANY INFORMATION TECHNOLOGY INFRASTRUCTURE OF CUSTOMER. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSING5. MUTUAL INDEMNIFICATION 5.1 Indemnification by Eyefinity. Eyefinity shall defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the use of the Products or Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against Customer”), and shall indemnify Customer for any damages, attorney’s fees and costs finally awarded against Customer as a result of, and for amounts paid by Customer under a court approved settlement of, a Claim Against Customer; provided that Customer (a) promptly provides Eyefinity with written notice of the Claim Against Customer, (b) gives Eyefinity sole control of the defense and settlement of the Claim Against Customer (provided that Eyefinity may not settle or defend any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) provides to Eyefinity all reasonable assistance, at Eyefinity’s expense. Eyefinity’s foregoing obligations do not apply with respect to Products or Services or portions or components thereof: (i) not supplied by Eyefinity; (ii) made in whole or in part in accordance with Customer's specifications; (iii) which are modified by Customer, if the alleged infringement relates to such modification; (iv) combined with other technology (hardware or software), processes or materials where the alleged infringement relates to such combination; or (v) where Customer continues the allegedly infringing activity after being notified thereof. In the event of a Claim Against Customer, or if Eyefinity reasonably believes the Products or Services may infringe or misappropriate, Eyefinity may in its discretion and at no cost to Customer (i) modify the Services so that they no longer infringe or misappropriate, without breaching Eyefinity’s warranties under “Eyefinity Warranties” section above, (ii) obtain a license for Customer’s continued use of the Products or Services in accordance with this Agreement, (iii) replace the Product or Service with non-infringing products or services which are substantially similar in functionality and performance, or (iii) terminate Customer’s license of such Products or User subscriptions for such Services upon written notice, and refund Customer any prepaid fees covering the remainder of the term of such User subscriptions or Product license after the effective date of termination.
Appears in 1 contract
Samples: Supplemental License Terms
Disclaimer. PURCHASER Other than the express representations and warranties of the Seller set forth above in this Section 5 and in the Bxxx of Sale, theParts are being sold hereunder, “AS IS, WHERE IS” and THE BUYER ACKNOWLEDGES AND AGREES THAT NEITHER THE SELLER NOR ANY OF ITS AGENTS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES OR REPRESENTATIVES HAS MADE OR WILL BE DEEMED TO HAVE MADE AND DO ANY TERM, CONDITION, REPRESENTATION, WARRANTY OR COVENANT EXPRESS OR IMPLIED (WHETHER STATUTORY OR OTHERWISE) AS TO (a) THE CAPACITY, AGE, VALUE, QUALITY, DURABILITY, DESCRIPTION, CONDITION (WHETHER OF THE AIRFRAME OR ANY PART THEREOF), DESIGN, WORKMANSHIP, MATERIALS, MANUFACTURE, CONSTRUCTION, OPERATION, DESCRIPTION, STATE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR ANY PARTICULAR USE OR PURPOSE (INCLUDING THE ABILITY TO OPERATE OR REGISTER THE PARTS OR USE THE PARTS IN ANY OR ALL JURISDICTIONS) OR SUITABILITY OF THE PARTS, OR ANY PART THEREOF, (b) THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT MAKEDISCOVERABLE, KNOWN OR UNKNOWN, APPARENT OR CONCEALED, EXTERIOR OR INTERIOR, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM(c) ANY IMPLIED WARRANTY ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, IT BEING UNDERSTOOD THAT NOTHING HEREIN WILL BE DEEMED TO LIMIT THE BUYER FROM AVAILING ITSELF OF ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED), PROMISESWARRANTIES, COVENANTS, AGREEMENTS OR GUARANTIES AND REPRESENTATIONS OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGMANUFACTURER.
Appears in 1 contract
Disclaimer. (a) PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY WARRANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF ANY OF THE REAL PROPERTYPROPERTIES, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, ; (B) THE INCOME TO BE DERIVED FROM ANY OF THE REAL PROPERTY, PROPERTIES; (C) THE SUITABILITY OF ANY OF THE REAL PROPERTY PROPERTIES FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANYONE ELSE MAY CONDUCT THEREON, ; (D) THE COMPLIANCE IF OF OR BY ANY OF THE REAL PROPERTY PROPERTIES OR ITS THEIR OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, ; (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OR THE REAL PROPERTY, PROPERTIES; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO ANY OF THE REAL PROPERTY, PROPERTIES; (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE REAL PROPERTY, PROPERTIES; OR (H) ANY OTHER MATTER WITH RESPECT TO ANY OF THE REAL PROPERTYPROPERTIES, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION POLLUTION, ZONING OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON ANY OF THE REAL PROPERTY PROPERTIES OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEWMATERIALS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL EACH PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL EACH PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO ANY OF THE REAL PROPERTYPROPERTIES, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROPERTIES AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘"AS IS’ " CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 ARTICLE SHALL SURVIVE SETTLEMENT OR THE CLOSINGEXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT WITHOUT SETTLEMENT, AS APPLICABLE.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (American Financial Realty Trust)
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE I-LAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY WARRANTY OF TITLE AS SET OUT IN THE SPECIAL WARRANTY DEED), AS DEFINED BELOW, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY PROFITABILITY- OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE ZONING OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TOT0, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSING.SUCH
Appears in 1 contract
Samples: Purchase and Sale Agreement (Southern Community Bancorp)
Disclaimer. (A) PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY WARRANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF ANY OF THE REAL PROPERTYPROPERTIES, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, ; (B) THE INCOME TO BE DERIVED FROM ANY OF THE REAL PROPERTY, PROPERTIES; (C) THE SUITABILITY OF ANY OF THE REAL PROPERTY PROPERTIES FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANYONE ELSE MAY CONDUCT THEREON, ; (D) THE COMPLIANCE IF OF OR BY ANY OF THE REAL PROPERTY PROPERTIES OR ITS THEIR OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, ; (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OR THE REAL PROPERTY, PROPERTIES; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO ANY OF THE REAL PROPERTY, PROPERTIES; (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE REAL PROPERTY, PROPERTIES; OR (H) ANY OTHER MATTER WITH RESPECT TO ANY OF THE REAL PROPERTYPROPERTIES, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION POLLUTION, ZONING OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON ANY OF THE REAL PROPERTY PROPERTIES OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL EACH PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL EACH PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL EACH PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO ANY OF THE REAL PROPERTYPROPERTIIES, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROPERTIES AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘"AS IS’ " CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 ARTICLE SHALL SURVIVE SETTLEMENT OR THE CLOSINGEXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT WITHOUT SETTLEMENT, AS APPLICABLE.
Appears in 1 contract
Samples: Purchase Agreement (American Financial Realty Trust)
Disclaimer. PURCHASER XXXXX UNDERSTANDS THAT RECEIVER IS A COURT-APPOINTED RECEIVER, AND CONSEQUENTLY, RECEIVER HAS LITTLE TO NO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE RECEIVER HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT PRESENT, OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY QUALITY, SQUARE FOOTAGE, OR CONDITION OF THE REAL PROPERTYPURCHASED ASSETS, INCLUDING INCLUDING, WITHOUT LIMITATION, (A) THE WATER, SOIL SOIL, AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYPURCHASED ASSETS, (C) THE SUITABILITY OF THE REAL PROPERTY PURCHASED ASSETS FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER BUYER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY PURCHASED ASSETS OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES ORDINANCES, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY PROFITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTYPURCHASED ASSETS, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS ORDERS, OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS MATERIALS, (AS DEFINED BELOW)G) THE EXISTENCE OF ANY VIEW FROM THE PURCHASED ASSETS OR THAT ANY EXISTING VIEW WILL NOT BE OBSTRUCTED IN THE FUTURE, RADON(H) THE SUFFICIENCY OF ANY DRAINAGE FOR THE PURCHASED ASSETS, MOLD (I) WHETHER THE PURCHASED ASSETS ARE LOCATED WHOLLY OR MILDEWPARTIALLY IN A FLOOD HAZARD AREA OR ANY SIMILAR AREA, (J) THE AVAILABILITY OF PUBLIC UTILITIES AND SERVICES FOR THE PURCHASED ASSETS, OR (K) ANY OTHER MATTER WITH RESPECT TO THE PURCHASED ASSETS; AND BUYER HEREBY WAIVES ANY RIGHT TO MAKE ANY CLAIM BASED ON ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO MAKE ANY CLAIM AGAINST RECEIVER BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS. PURCHASER ADDITIONALLY, NO PERSON ACTING ON BEHALF OF RECEIVER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF BUYER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY, OR PROMISE REGARDING THE PURCHASED ASSETS OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT, OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF RECEIVER SHALL BE VALID OR BINDING UPON RECEIVER UNLESS EXPRESSLY SET FORTH HEREIN. XXXXX FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTYPURCHASED ASSETS, PURCHASER BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY PURCHASED ASSETS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS RECEIVER, AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY PURCHASED ASSETS AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS RECEIVER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY PURCHASED ASSETS OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEWPURCHASED ASSETS. PURCHASER XXXXX FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY PURCHASED ASSETS WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE RECEIVER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE RECEIVER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTYPURCHASED ASSETS, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER XXXXX FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PURCHASED ASSETS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY PURCHASED ASSETS IS SOLD BY SELLER RECEIVER AND PURCHASED BY PURCHASER BUYER SUBJECT TO THE FOREGOING. XXXXX HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AND DEALING WITH PROPERTIES IN RECEIVERSHIP, THAT ENABLES BUYER TO EVALUATE THE MERIT AND RISKS OF THE TRANSACTION CONTEMPLATED HEREBY. BUYER IS NOT IN A DISPARATE BARGAINING POSITION VIS-A-VIS RECEIVER, AND XXXXX XXXXXX XXXXXX, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS, BENEFITS AND REMEDIES UNDER CONSUMER PROTECTION LAWS WITH RESPECT TO ANY MATTERS PERTAINING TO THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Disclaimer. PURCHASER BUYER IS ACQUIRING THE PROPERTY “AS IS, WHERE IS” AND WITH ALL FAULTS AND DEFECTS. BUYER ACKNOWLEDGES AND AGREES THAT NEITHER THAT, EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES AS EXPRESSLY SET FORTH IN SECTION 3.2, SELLER NOR ITS AGENTS HAVE MADE AND DO HAS NOT MADE, DOES NOT MAKE, WILL NOT BE OBLIGATED TO MAKE AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) ALL OR ANY PORTION OF THE VALUE, PROPERTY AND/OR THE NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGYOR GEOLOGICAL CONDITIONS, AND/OR THE PRESENCE OR ABSENCE OF ANY POLLUTANT, HAZARDOUS WASTE, HAZARDOUS MATERIAL, RADON, GAS OR OTHER GASEOUS, LIQUID OR SOLID SUBSTANCE OR WASTE ON OR ABOUT THE PROPERTY, OR ANY PORTION THEREOF, (B) THE PAST, PRESENT OR POTENTIAL FUTURE INCOME AND/OR PROFITS DERIVED OR TO BE DERIVED FROM THE REAL PROPERTY, OR ANY PORTION THEREOF, (C) THE SUITABILITY OF THE REAL PROPERTY PROPERTY, OR ANY PORTION THEREOF, FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER BUYER MAY INTEND TO CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY PROPERTY, OR ANY PORTION THEREOF, OR ITS OPERATION AND USE, WITH (I) ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY AUTHORITY, INCLUDING, WITHOUT LIMITATION, ANY LAWS, RULES, ORDINANCES OR BODYREGULATIONS RELATING TO (a) ZONING AND LAND USE, (b) ENVIRONMENTAL MATTERS, (c) PERSONS WITH DISABILITIES, OR (d) ARCHITECTURAL BARRIERS, OR (II) ANY COVENANT, CONDITION OR RESTRICTION AFFECTING ALL OR ANY PORTION OF THE PROPERTY, (E) THE MARKETABILITY, PROFITABILITY, HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE OR USE OF THE REAL PROPERTY, (F) THE MANNER PRESENCE OR QUALITY ABSENCE OF ANY PARTIES IN POSSESSION OF THE CONSTRUCTION PROPERTY, OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTYANY PORTION THEREOF, (G) THE MANNERPRESENCE OR ABSENCE OF ANY VISIBLE OR APPARENT EASEMENTS AFFECTING THE PROPERTY, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYANY PORTION THEREOF, OR (H) ANY OTHER MATTER RELATED TO OR CONCERNING THE PROPERTY; AND BUYER SHALL NOT SEEK RECOURSE AGAINST SELLER ON ACCOUNT OF ANY LOSS, COST OR EXPENSE SUFFERED OR INCURRED BY BUYER WITH RESPECT REGARD TO ANY OF THE REAL PROPERTYMATTERS DESCRIBED IN CLAUSES (A) THROUGH (H) PRECEDING, EXCEPT FOR SELLER’S REPRESENTATIONS AND SPECIFICALLYWARRANTIES AS EXPRESSLY SET FORTH IN SECTION 3.2. BUYER ACKNOWLEDGES THAT BUYER, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR ON BEHALF OF SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY NO INDEPENDENT INVESTIGATION OR VERIFICATION HAS BEEN OR WILL BE MADE BY SELLER WITH RESPECT TO ANY INFORMATION SUPPLIED BY OR ON BEHALF OF SUCH INFORMATION SELLER CONCERNING THE PROPERTY, AND SELLER MAKES NO REPRESENTATIONS REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION, IT BEING INTENDED BY THE PARTIES THAT BUYER SHALL VERIFY THE ACCURACY AND COMPLETENESS OF SUCH INFORMATION ITSELF. BUYER ACKNOWLEDGES THAT THE DISCLAIMERS, AGREEMENTS AND OTHER STATEMENTS SET FORTH IN THIS SECTION 3.1 ARE AN INTEGRAL PORTION OF THIS AGREEMENT, THAT SELLER AND ITS AGENTS ARE WOULD NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING AGREE TO SELL THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT PROPERTY TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED BUYER FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT WITHOUT THE DISCLAIMERS, AGREEMENTS AND OTHER STATEMENTS SET FORTH IN THIS SECTION 3.1 AND THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 3.1 SHALL SURVIVE THE CLOSINGCLOSING AND THE DELIVERY OF THE BXXX OF SALE AND ASSIGNMENT AND SHALL IN NO EVENT BE MERGED WITH OR INTO THE BXXX OF SALE AND ASSIGNMENT.
Appears in 1 contract
Samples: Asset Purchase Agreement (Virtualhealth Technologies Inc.)
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER NOR ITS AGENTS HAVE MADE AND DO HAS NOT MAKEMADE, AND SELLER SPECIFICALLY NEGATES AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIMDISCLAIMS, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY WARRANTY OF TITLE AS SET OUT CONTAINED IN THE DEEDGRANT DEED TO BE DELIVERED IN ACCORDANCE WITH THIS AGREEMENT), PROMISES, COVENANTS, COVENANTS OR AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERREGARDING ANY ASPECT OF THE PROPERTY, WHETHER EXPRESS OR IMPLIEDINCLUDING, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO WITHOUT LIMITATION: (A) THE VALUE, NATURE, QUALITY OR PHYSICAL CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES ACTIVITY OR USE WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OR BY OF THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (HG) ANY OTHER MATTER WITH RESPECT TO COMPLIANCE OF THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE PROPERTY WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AND PURCHASER HEREBY RELEASES SELLER FROM ANY AND ALL LIABILITY IN CONNECTION THEREWITH. ADDITIONALLY, EXCEPT AS DEFINED BELOW)EXPRESSLY SET FORTH IN THIS AGREEMENT, RADONNO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, MOLD AND BY EXECUTION HEREOF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, WARRANTY, COVENANT OR MILDEWAGREEMENT REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER, OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEWSET FORTH IN THIS AGREEMENT. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER SHALL BE ENTITLED TO CONDUCT AN ENVIRONMENTAL INVESTIGATION OF THE PROPERTY, AND AGREES THAT PURCHASER WILL RELY UPON THE RESULTS OF SUCH ENVIRONMENTAL INVESTIGATION IN MAKING ITS DECISION WHETHER OR NOT TO PURCHASE THE PROPERTY. PURCHASER RELEASES SELLER FROM ANY INFORMATION PROVIDED AND ALL LIABILITY IN CONNECTION WITH ANY CLAIMS WHICH PURCHASER MAY HAVE AGAINST SELLER, FOR DAMAGE, LOSS, COMPENSATION, CONTRIBUTIONS, COST RECOVERY OR TO BE PROVIDED WITH RESPECT OTHERWISE, AGAINST SELLER, WHETHER IN TORT, CONTRACT, OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY EXISTENCE OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION HAZARDOUS MATERIALS AT, ON, UNDER OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO ABOUT THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR ARISING UNDER ANY ENVIRONMENTAL LAWS, OR RELATING IN ANY WAY TO THE OPERATION THEREOFQUALITY OF THE INDOOR OR OUTDOOR ENVIRONMENT AT THE PROPERTY INCLUDING, FURNISHED WITHOUT LIMITATION, ANY RIGHT OF CONTRIBUTION UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, 42 U.S.C. § 9601 ET SEQ., AS AMENDED. PURCHASER HEREBY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW KNOWN OR BELIEVED TO BE TRUE REGARDING THE PROPERTY AND IT AGREES THAT THE RELEASES SET FORTH IN THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT, NOTWITHSTANDING THE EXISTENCE OF ANY SUCH DIFFERENT OR ADDITIONAL FACTS. PURCHASER SPECIFICALLY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER HIM OR OTHER PERSON. HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘AS “AS-IS’ CONDITION AND , WHERE-IS” BASIS WITH ALL FAULTSFAULTS OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION OF THIS AGREEMENT.
Appears in 1 contract
Samples: Real Estate Sale Agreement (Invesco Real Estate Income Trust Inc.)
Disclaimer. (A) PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY WARRANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL ANY FEE PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, ; (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, ; (C) THE SUITABILITY OF THE REAL FEE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANYONE ELSE MAY CONDUCT THEREON, ; (D) THE COMPLIANCE IF OF OR BY THE REAL FEE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, ; (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL ANY FEE PROPERTY, ; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL ANY FEE PROPERTY, ; (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL ANY FEE PROPERTY, ; OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL ANY FEE PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION POLLUTION, ZONING OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL ANY FEE PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL EACH FEE PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL EACH FEE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL EACH FEE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL EACH FEE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘"AS IS’ " CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 ARTICLE SHALL SURVIVE SETTLEMENT OR THE CLOSINGEXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT WITHOUT SETTLEMENT, AS APPLICABLE.
Appears in 1 contract
Samples: Sale and Purchase Agreement (American Financial Realty Trust)
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW)) OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, RADONNO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, MOLD AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR MILDEWPROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN, EXCEPT AS EXPRESSLY SET FORTH HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY Renaissance Chicago Downtown Hotel SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, EXCEPT AS EXPRESSLY SET FORTH HEREIN, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEWEXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION, EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ”, “WHERE IS” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. PURCHASER HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, SAVE AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES AND COURT COSTS) IN ANY WAY RELATING TO, OR IN CONNECTION WITH OR ARISING OUT OF PURCHASER’S ACQUISITION, OWNERSHIP, LEASING, USE, OPERATION, MAINTENANCE AND MANAGEMENT OF THE PROPERTY FROM AND AFTER CLOSING. THE PROVISIONS OF THIS SECTION 5.01 5 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Carey Watermark Investors Inc)
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKEEXCEPT AS SET FORTH IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT SPECIAL WARRANTY IN THE DEED)ASSIGNMENT, PROMISESSELLER MAKES NO, COVENANTSAND EXPRESSLY DISCLAIMS ANY, AGREEMENTS REPRESENTATION OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWARRANTY, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (AI) TITLE TO ANY OF THE ASSETS, (II) THE VALUECONTENTS, NATURECHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, QUALITY OR CONDITION ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE ASSETS, (III) THE QUANTITY, QUALITY, OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE ASSETS, (IV) TO THE EXTENT APPLICABLE, THE EXISTENCE OF ANY PROSPECT, RECOMPLETION, INFILL, STEP-OUT OR OTHER DRILLING OPPORTUNITIES, (V) ANY ESTIMATES OF THE REAL PROPERTYVALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, INCLUDING WITHOUT LIMITATION(VI) THE PRODUCTION OF PETROLEUM SUBSTANCES FROM THE ASSETS, OR WHETHER PRODUCTION HAS BEEN CONTINUOUS, OR IN PAYING QUANTITIES, OR ANY PRODUCTION OR DECLINE RATES, (VII) TO THE EXTENT APPLICABLE, THE WATERMAINTENANCE, SOIL AND GEOLOGYREPAIR, CONDITION, ENVIRONMENTAL CONDITION, QUALITY, SUITABILITY, DESIGN, OR MARKETABILITY OF THE ASSETS, (BVIII) THE INCOME TO BE DERIVED FROM THE REAL PROPERTYINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT, (CIX) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OTHER MATERIALS OR INFORMATION THAT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF HAVE BEEN MADE AVAILABLE OR BY THE REAL PROPERTY COMMUNICATED TO BUYER OR ITS OPERATION AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES, OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND ANY DOCUMENTS EXECUTED HEREUNDER OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND (X) COMPLIANCE WITH ANY LAWSENVIRONMENTAL LAW, RULESAND SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, ORDINANCES EXPRESS OR REGULATIONS IMPLIED, OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTYPURPOSE, OR (H) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTYEQUIPMENT, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT THE PURCHASE PRICE ASSETS ARE BEING TRANSFERRED “AS IS, WHERE IS,” WITH ALL FAULTS AND DEFECTS, AND THAT BUYER HAS BEEN ADJUSTED MADE OR CAUSED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGBE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE.
Appears in 1 contract
Samples: Purchase and Sale Agreement (SandRidge Permian Trust)
Disclaimer. PURCHASER ACKNOWLEDGES EXCEPT FOR (AND AGREES THAT NEITHER WITHOUT LIMITING) THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKE, AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES IN THIS ARTICLE IV (OTHER THAN INCLUDING THE WARANTY RELATED PORTIONS OF TITLE AS SET OUT IN THE DEEDDISCLOSURE LETTER), PROMISESTHE ASSETS ARE SOLD “AS IS, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHERE IS” AND ALL REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR IMPLIED, ORAL AT LAW OR WRITTENIN EQUITY, PASTAS TO SELLER, THE ASSETS, THE ASSUMED LIABILITIES, THE OPERATIONS AND THE BUSINESS ASSOCIATED WITH THE ASSETS ARE EXCLUDED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN SELLER’S REPRESENTATIONS AND WARRANTIES IN ARTICLE IV (INCLUDING THE RELATED PORTION OF THE DISCLOSURE LETTER), SELLER AND THE SELLER COMPANIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE (WHETHER EXPRESS OR IMPLIED), AT LAW OR IN EQUITY, WITH RESPECT TO THE ASSETS, THE OPERATIONS, OR THE ASSUMED LIABILITIES, AND EACH SELLER COMPANY EXPRESSLY DISCLAIMS ANY SUCH OTHER WARRANTIES (EXPRESS OR IMPLIED), INCLUDING AS TO THEIR (A) TITLE, (B) ABSENCE OF PATENT OR LATENT DEFECTS, (C) SAFETY, (D) STATE OF REPAIR, (E) QUALITY, (F) MERCHANTABILITY, (G) FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR A PARTICULAR USE OR PURPOSE OR ANY USE OR PURPOSE WHATSOEVER, (H) COMPLIANCE WITH APPLICABLE LAWS, (I) ENVIRONMENTAL OR PHYSICAL CONDITION (SURFACE AND SUBSURFACE), (J) FEDERAL, STATE OR LOCAL INCOME OR OTHER TAX CONSEQUENCES, AND (K) CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA, OR FINANCIAL VIABILITY, INCLUDING PRESENT OR FUTUREFUTURE VALUE OR ANTICIPATED INCOME OR PROFITS. THE SELLER COMPANIES DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, OFWARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (WHETHER ORALLY, IN WRITING, ELECTRONICALLY OR BY OR THROUGH ANY OTHER MEDIUM) TO BUYER OR ITS REPRESENTATIVES, INCLUDING WITH RESPECT TO THE SELLER COMPANIES, THE ASSETS (INCLUDING ANY LIABILITIES, OWNERSHIP, LEASE, MAINTENANCE, OR OPERATION THEREOF), OR THE ASSUMED LIABILITIES. FURTHER, THE QUALITY, ACCURACY OR COMPLETENESS OF ANY FILES, RECORDS, BOOKS AND RECORDS (INCLUDING REFINERY BOOKS AND RECORDS) OR OPERATING MANUALS CONVEYED AS TOPART OF THE ASSETS, CONCERNING AND BUYER’S SUBSEQUENT USE OF SUCH MATERIALS SHALL BE AT BUYER’S OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER COMPANIES MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY THIRD PARTY BENEFICIARY RIGHTS OR OTHER RIGHTS WHICH BUYER MIGHT CLAIM UNDER ANY STUDIES, REPORTS, TESTS OR ANALYSES PREPARED BY ANY THIRD PARTIES FOR THE SELLER COMPANIES OR ANY OF THEIR AFFILIATES, EVEN IF THE SAME WERE MADE AVAILABLE FOR REVIEW BY BUYER OR ITS AGENTS, REPRESENTATIVES OR CONSULTANTS. MOREOVER, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER COMPANIES MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY INTELLECTUAL PROPERTY IN THIS AGREEMENT. ANY REPRESENTATIONS OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF WARRANTIES REGARDING OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO INTELLECTUAL PROPERTY ARE SET FORTH IN THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), RADON, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, AUCTIONEER OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS PROVIDED FOR HERIEN IS MADE ON AN ‘AS IS’ CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGSHELL REFINERY PROCESS LICENSE AGREEMENT.
Appears in 1 contract
Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY SPECIAL WARRANTY OF TITLE AS SET OUT IN THE DEED, AS DEFINED BELOW), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW)) OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, RADONNO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, MOLD AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR MILDEWPROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AT THE CLOSING AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS TRUTHFULNESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘"AS IS’ " CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. PURCHASER HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, SAVE AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES AND COURT COSTS) IN ANY WAY RELATING TO, OR IN CONNECTION WITH OR ARISING OUT OF PURCHASER'S ACQUISITION, OWNERSHIP, LEASING, USE, OPERATION, MAINTENANCE AND MANAGEMENT OF THE PROPERTY. THE PROVISIONS OF THIS SECTION 5.01 6 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Murray Income Properties Ii LTD)
Disclaimer. PURCHASER BUYER UNDERSTANDS THAT RECEIVER IS A COURT- APPOINTED RECEIVER, AND CONSEQUENTLY, RECEIVER HAS LITTLE TO NO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PROPERTY. BUYER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE RECEIVER HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY OF TITLE AS SET OUT IN THE DEED)WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT PRESENT, OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY QUALITY, SQUARE FOOTAGE, OR CONDITION OF THE REAL PROPERTY, INCLUDING INCLUDING, WITHOUT LIMITATION, (A) THE WATER, SOIL SOIL, AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER BUYER MAY CONDUCT THEREON, (D) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES ORDINANCES, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY PROFITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS ORDERS, OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS MATERIALS, (AS DEFINED BELOW)G) THE EXISTENCE OF ANY VIEW FROM THE PROPERTY OR THAT ANY EXISTING VIEW WILL NOT BE OBSTRUCTED IN THE FUTURE, RADON(H) THE SUFFICIENCY OF ANY DRAINAGE FOR THE PROPERTY, MOLD (I) WHETHER THE PROPERTY ARE LOCATED WHOLLY OR MILDEWPARTIALLY IN A FLOOD HAZARD AREA OR ANY SIMILAR AREA, (J) THE AVAILABILITY OF PUBLIC UTILITIES AND SERVICES FOR THE PROPERTY, OR (K) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY; AND BUYER HEREBY WAIVES ANY RIGHT TO MAKE ANY CLAIM BASED ON ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO MAKE ANY CLAIM AGAINST RECEIVER BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS. PURCHASER ADDITIONALLY, NO PERSON ACTING ON BEHALF OF RECEIVER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF BUYER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY, OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT, OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF RECEIVER SHALL BE VALID OR BINDING UPON RECEIVER UNLESS EXPRESSLY SET FORTH HEREIN. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS RECEIVER, AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS RECEIVER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE RECEIVER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE RECEIVER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘“AS IS’ ” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER RECEIVER AND PURCHASED BY PURCHASER BUYER SUBJECT TO THE FOREGOING. BUYER HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS and dealing with properties in receivership, THAT ENABLES BUYER TO EVALUATE THE MERIT AND RISKS OF THE TRANSACTION CONTEMPLATED HEREBY. BUYER IS NOT IN A DISPARATE BARGAINING POSITION VIS-A-VIS RECEIVER, AND BUYER HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS, BENEFITS AND REMEDIES UNDER CONSUMER PROTECTION LAWS WITH RESPECT TO ANY MATTERS PERTAINING TO THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY. THE PROVISIONS OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGCLOSING OR ANY TERMINATION HEREOF.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Disclaimer. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE HAS NOT MADE, DOES NOT MAKE AND DO NOT MAKE, SPECIFICALLY NEGATES AND SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARANTY SPECIAL WARRANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOVERWHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A1) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B2) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C3) THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D4) THE COMPLIANCE IF OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E5) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, PROPERTY (F6) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G7) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY, AND SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING 8) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING, FLOOD ZONE OR DEVELOPMENT OF REGIONAL IMPACT USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS MATERIALS, MOLD, MOLD CONDITION OR ANY MOLD PRECONDITION (ALL AS DEFINED BELOW)HEREIN) OR (9) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, RADONNO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, MOLD AND BY EXECUTION HEREOF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR MILDEWPROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE, IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE REAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE REAL PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, INCLUDING ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE REAL PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE REAL PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE REAL PROPERTY INCLUDING THE REPORTS WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSTATEMENT, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE REAL PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT, AUCTIONEER SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY IS AS PROVIDED FOR HERIEN HEREIN IS MADE ON AN ‘"AS IS’ " CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. PURCHASER HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, SAVE AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING ATTORNEYS' FEES AND EXPENSES AND COURT COSTS) IN ANY WAY RELATING TO, OR IN CONNECTION WITH OR ARISING OUT OF PURCHASER'S ACQUISITION, OWNERSHIP, LEASING, USE, OPERATION, MAINTENANCE AND MANAGEMENT OF THE PROVISIONS PROPERTY. PURCHASER FURTHER ACKNOWLEDGES THAT CERTAIN NATURAL CONDITIONS, SUCH AS RADON AND MOLD, MAY BE PRESENT AND AGGRAVATED BY THE CONSTRUCTION AND REPAIR OF THIS SECTION 5.01 SHALL SURVIVE THE CLOSINGIMPROVEMENTS, AND THAT, NOTWITHSTANDING SELLER MAKING AVAILABLE ANY ENVIRONMENTAL STUDIES, REPORTS AND INVESTIGATIONS, PURCHASER WILL BE SOLELY RESPONSIBLE FOR ALL INVESTIGATION OR INQUIRY INTO SUCH ITEMS AND ALL COSTS OF REMOVAL AND REMEDIATION (INCLUDING CONSEQUENTIAL DAMAGES) OF SUCH ITEMS.
Appears in 1 contract
Samples: Purchase and Sale Agreement
