Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the Property.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Lighting Science Group Corp), Purchase and Sale Agreement (Wells Real Estate Investment Trust Ii Inc), Purchase and Sale Agreement (Hines Real Estate Investment Trust Inc)
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s 's agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s 's special warranty of title to be contained in the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the Property.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Cole Credit Property Trust V, Inc.), Purchase and Sale Agreement (Berkshire Income Realty, Inc.), Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees Asset Manager have not at any time made and are not now making, and they specifically disclaim, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title title; (other than Seller’s special warranty of title to be contained in the Deed), (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc), Purchase and Sale Agreement (Berkshire Income Realty Inc)
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement and/or the Closing documents, it is understood and agreed that Seller Seller, AFE, PXR, PXURA and PXLA and Seller’s, AFE’s, PXR’s, PXURA’s and PXLA’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the PropertyMembership Interests, the Real Property and Improvements, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (b) environmental matters relating to the Property Real Property, the Improvements or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the PropertyReal Property or Improvements, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property Real Property, the Improvements or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property Real Property, the Improvements or any portion thereof may be subject, (i) the availability of any utilities to the Property Real Property, the Improvements or any portion thereof thereof, including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property Real Property, the Improvements or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property Real Property, the Improvements or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property Real Property, the Improvements or any part thereof, (m) the condition or use of the Property Real Property, the Improvements or compliance of the Real Property or the Improvements with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the PropertyReal Property or the Improvements, (p) the potential for further development of the PropertyReal Property or the Improvements, (q) the merchantability of the Real Property or the Improvements or fitness of the Real Property or the Improvements for any particular purpose, (r) the truth, accuracy or completeness of the Property DocumentsDocuments or Updated Property Information, (s) tax consequences, or (t) any other matter or thing with respect to the PropertyReal Property or the Improvements.
Appears in 2 contracts
Samples: Member Interest Purchase and Sale Agreement (Dividend Capital Total Realty Trust Inc.), Member Interest Purchase and Sale Agreement (Istar Financial Inc)
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees Asset Manager have not at any time made and are not now making, and they specifically disclaim, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Capital Lease Funding Inc), Purchase and Sale Agreement (Kronos Inc)
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement and/or the Closing documents, it is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in the DeedDeeds), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property DocumentsDocuments or Updated Property Information, (s) tax consequences, or (t) any other matter or thing with respect to the Property.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Dividend Capital Total Realty Trust Inc.), Purchase and Sale Agreement (Istar Financial Inc)
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement and any document executed by Seller and delivered to Purchaser at Closing, it is understood and agreed that Seller and Seller’s agents or employees Asset Manager have not at any time made and are not now making, and they specifically disclaim, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Amerivest Properties Inc), Purchase and Sale Agreement (Amerivest Properties Inc)
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement and any document executed by Seller and delivered to Purchaser at Closing, it is understood and agreed that Seller and Seller’s agents or employees have has not at any time made and are not now making, and they specifically disclaim, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Amerivest Properties Inc)
Disclaimers By Seller. Except as for the representations and warranties expressly set forth in this AgreementAgreement or in the documents executed by Seller in connection with the Closing (“Seller’s Representations and Warranties”), it is understood and agreed that Seller and Seller’s agents or employees have has not at any time made and are is not now making, and they Seller specifically disclaimdisclaims, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining propertyProperty, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property DocumentsDocuments (except for the representations expressly stated in Section 9.1), or the Natural Hazard Disclosure or California Tax Disclosure Report, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Real Estate Investment Trust, Inc.)
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees Asset Manager have not at any time made and are not now making, and they specifically disclaim, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining propertyProperty, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Hines Real Estate Investment Trust Inc)
Disclaimers By Seller. Except as expressly set forth in this Agreement, the Deed and the Assignment (the Deed and the Assignment being referred to as, the “Closing Documents”), it is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Industrial Property Trust Inc.)
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement and any document executed by the applicable Seller and delivered to Purchaser at Closing, it is understood and agreed that Seller and Seller’s agents or employees have has not at any time made and are is not now making, and they it specifically disclaimdisclaims, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Amerivest Properties Inc)
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) the condition condition, construction 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability Purchase and Sale Agreement – 5000 Xxxxxxxxxxxx Xxxxx and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property DocumentsDocuments or any survey of the Property, (s) tax consequences, or (t) any other matter or thing with respect to the Property.
Appears in 1 contract
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special limited warranty of title to be contained in the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building restrictions or entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property or any portion thereof, or any revenue, income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pebblebrook Hotel Trust)
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property DocumentsInformation, (s) tax consequences, or (t) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, including without limitation the ADA and the Texas Architectural Barriers Act, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement and in the documents executed by Seller at Closing, it is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement and any document executed by Seller and delivered to Purchaser at Closing, it is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Asbury Automotive Group Inc)
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement and in any document executed by Seller and delivered to Purchaser at Closing, it is understood and agreed that Seller and Seller’s agents or employees have has not at any time made and are is not now making, and they it specifically disclaimdisclaims, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the PropertyProperty or the portion of the Seller Land that will comprise a portion of the Recreation Lot (the “Rec Lot Portion”), including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property Property, the Rec Lot Portion or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the PropertyProperty or the Rec Lot Portion, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property Property, the Rec Lot Portion or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property Property, the Rec Lot Portion or any portion thereof may be subject, (iix) the availability of any utilities to the Property Property, the Rec Lot Portion or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property Property, the Rec Lot Portion or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property Property, the Rec Lot Portion or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property Property, the Rec Lot Portion or any part thereof, (mxiii) the condition or use of the Property or the Rec Lot Portion or compliance of the Property or the Rec Lot Portion with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or the Rec Lot Portion or fitness of the Property or the Rec Lot Portion for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the PropertyProperty or the Rec Lot Portion.
Appears in 1 contract
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees have has not at any time made and are is not now making, and they it specifically disclaimdisclaims, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warrantieswarranties or representations, representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining propertyProperty, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 1 contract
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement or in documents executed at Closing, it is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (TNP Strategic Retail Trust, Inc.)
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials (as hereinafter defined) in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the Property.,
Appears in 1 contract
Samples: Purchase and Sale Agreement
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement and/or the Transfer Documents, it is understood and agreed that Seller and Seller’s agents or employees have has not at any time made and are is not now making, and they Seller specifically disclaimdisclaims, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials hazardous materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion CVS Alpharetta, GA thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone areaareas, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property DocumentsSeller's Diligence Deliveries other than those items described in and furnished pursuant to Subsections 8(a)(i), and (iii)-(vii), (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Assignment of Purchase Agreement (Cole Credit Property Trust II Inc)
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement or in any of the conveyance documents executed by Seller and delivered to Purchaser at Closing, it is understood and agreed that Seller and Seller’s 's agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s 's special warranty of title to be contained in the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees Asset Manager have not at any time made and are not now making, and they specifically disclaim, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property. Agreement of Purchase and Sale - (1111 Durham Ave., S. Plainfield, NJ) - Page 21 ----------------------------------------------------------------------
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Investment Trust Inc)
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees have has not at any time made and are is not now making, and they Seller specifically disclaimdisclaims, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the PropertyProperties, including, but not limited to, warranties, warranties or representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (b) environmental matters relating to the Property Properties or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the PropertyProperties, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property Properties or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property Properties or any portion thereof may be subject, (i) the availability of any utilities to the Property Properties or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property Properties or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property Properties or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property Properties or any part thereof, (m) the condition or use of the Property Properties or compliance of the Property Properties with any or all past, present or future federal, state or local ordinances, rules, regulations or lawsLaw, building, fire or zoning ordinances, codes or other similar lawsLaws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property Properties or fitness of the Property Properties for any particular purpose, (rp) the truth, accuracy or completeness of the Property Documents, (sq) tax consequences, or (tr) any other matter or thing with respect to the PropertyProperties.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
Disclaimers By Seller. Except as expressly set forth for those representations and warranties in Section 9.1 of this AgreementAgreement and the warranty of title contained in the Deed, it is understood and agreed that Seller and Seller’s agents or employees Asset Manager have not at any time made and are not now making, and they specifically disclaim, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the PropertyProperty (except as set forth m Section 9.1 hereof), including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway Roadway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Mid-Horizon Value-Added Fund I LLC)
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement (including without limitation Article V), it is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be as expressly contained in the Deeddeeds), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials hazardous materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property Documentstax consequences, (s) tax consequencesthe ability to obtain consents from the ground lessors of the Ground Leased Properties, or (t) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Agreement to Purchase Hotels and Assume Leases (Red Lion Hotels CORP)
Disclaimers By Seller. A. Except as expressly set forth in this AgreementAgreement or in any document or instrument executed by Seller at Closing, it is understood and agreed that neither Seller and nor Seller’s agents agents, employees or employees representatives have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, except as expressly set forth in this Agreement or in any document or instrument executed by Seller at Closing, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special limited warranty of title to be contained in the Deed), (b) environmental matters relating to the Property Property, the Land and Improvements or any portion thereof, including, without limitation, the presence of “Hazardous Materials Materials” (as defined below) in, on, under or in the vicinity of the PropertyLand and Improvements, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which which, the Property Land or Improvements or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property Land or Improvements or any portion thereof may be subject, (i) the availability of any utilities to the Property Land or Improvements or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property Land or Improvements or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property Land or Improvements or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property Property, the Land or Improvements or any part thereof, (m) the condition or use of the Property Land or Improvements or compliance of the Property Land or the Improvements with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the PropertyLand or Improvements, (p) the potential for further development of the PropertyLand or Improvements, (q) the merchantability of the Property Property, the Land or the Improvements or fitness of the Property Property, the Land or the Improvements for any particular purpose, (r) the truth, accuracy or completeness of the Property DocumentsDue Diligence Items, (s) tax consequences, or (t) any other matter or thing with respect to the Property, the Land or the Improvements
B. Purchaser acknowledges and agrees that upon Closing, except as expressly set forth in this Agreement or in any document or instrument executed by Seller at Closing, Seller shall sell and convey to Purchaser and Purchaser shall accept the Property “AS IS, WHERE IS, WITH ALL FAULTS”. Except for the representations and warranties of Seller set forth in this Agreement or in any document or instrument executed by Seller at Closing, Purchaser has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Property, the Land or the Improvements or relating thereto (including specifically, without limitation, property information packages distributed with respect to the Property) made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, subject to the representations and warranties of Seller set forth in this Agreement or in any document or instrument executed by Seller at Closing, it is relying solely on the terms and provisions of this Agreement and the documents and instruments entered into pursuant hereto as well as its own expertise and that of Purchaser’s consultants in purchasing the Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Purchaser will conduct such inspections and investigations of the Property, the Land and the Improvements as Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereof, and, subject to the representations and warranties of Seller set forth in this Agreement or in any document or instrument executed by Seller at Closing, shall rely solely upon same. Purchaser acknowledges that it will have an opportunity to conduct such investigations of the Property, the Land and the Improvements as Purchaser deems necessary to satisfy itself as to the condition of the Property, the Land and the Improvements and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Land and the Improvements, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, subject to the representations and warranties of Seller set forth in this Agreement or in any document or instrument executed by Seller at Closing. Subject to the representations and warranties of Seller set forth in this Agreement or in any document or instrument executed by Seller at Closing, upon Closing, Purchaser shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Purchaser’s inspections and investigations. Purchaser hereby represents and warrants to Seller that: (a) Purchaser is represented by legal counsel in connection with the transaction contemplated by this Agreement; and (b) Purchaser is purchasing the Property for business, commercial, investment or other similar purpose and not for use as Purchaser’s residence. Each of Seller and Purchaser hereby waives any and all rights or remedies it may have or be entitled to, deriving from disparity in size or from any significant disparate bargaining position in relation to the other.
C. Purchaser acknowledges that it will have the opportunity to inspect the Property, observe its physical characteristics and existing conditions and the opportunity to conduct such investigation and study on and of the Property, the Land and the Improvements and adjacent areas as Purchaser deems necessary, and, subject to the representations and warranties of Seller set forth in this Agreement or in any document or instrument executed by Seller at Closing, Purchaser hereby FOREVER RELEASES AND DISCHARGES Seller from all responsibility and liability, including without limitation, liabilities under the Comprehensive Environmental Response, Compensation and Liability Act Of 1980 (42 U.S.C. Sections 9601 et seq.), as amended (“CERCLA”), regarding the physical condition, valuation, salability or utility of the Property, the Land or the Improvements or their suitability for any purpose whatsoever (including, but not limited to, with respect to the presence in the soil, air, structures and surface and subsurface waters, of Hazardous Materials or other materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Land or the Improvements under current or future federal, state and local laws, regulations or guidelines, and any structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and Hazardous Materials on, under, adjacent to or otherwise affecting the Land or the Improvements. Subject to the representations and warranties of Seller set forth in this Agreement or in any document or instrument executed by Seller at Closing, Purchaser further hereby WAIVES (and by closing this transaction will be deemed to have WAIVED) any and all objections and complaints (including, but not limited to, federal, state and local statutory and common law based actions, and any private right of action under any federal, state or local laws, regulations or guidelines to which the Land or the Improvements is or may be subject, including, but not limited to, CERCLA) concerning the physical characteristics and any existing conditions of the Land or the Improvements. Subject to the representations and warranties of Seller set forth in this Agreement or in any document or instrument executed by Seller at Closing, Purchaser further hereby assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Land or the Improvements and the risk that adverse physical characteristics and conditions, including, without limitation, the presence of Hazardous Materials or other contaminants, may not have been revealed by its investigation.
D. For purposes hereof, “Hazardous Materials” means “Hazardous Material,” “Hazardous Substance,” “Pollutant or Contaminant,” and “Petroleum” and “Natural Gas Liquids,” as those terms are defined or used in Section 101 of CERCLA, and any other substances regulated because of their effect or potential effect on public health and the environment, including, without limitation, PCBs, lead paint, asbestos, urea formaldehyde, radioactive materials, putrescible materials, and infectious materials.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Growth Trust, Inc.)
Disclaimers By Seller. Except as expressly set forth in this --------------------- Agreement, it is understood and agreed that Seller and Seller’s agents or employees have has not at any time made and are not now making, and they specifically disclaim, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (dvi) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the Property.,
Appears in 1 contract
Samples: Purchase and Sale Agreement (Proton Energy Systems Inc)
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement or in documents delivered at Closing, it is understood Purchaser has not relied and agreed that will not rely on, and Seller and Seller’s agents or employees Property Manager have not at any time made and are not now making, and they specifically disclaimliable for or bound by, any express or implied warranties, guarantees, statements, representations or guaranties information of any kind or character, express or implied, with respect character pertaining to the PropertyProperties or relating thereto made or furnished by Seller, includingProperty Manager, but not limited toor any real estate broker, warrantiesagent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing, including warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property Properties or any portion thereof, including, without limitation, including the presence of Hazardous Materials in, on, under or in the vicinity of the PropertyProperties, (ciii) geological conditions, including, without limitation, including subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which which, the Property Properties or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) PFS:009462.0002.2820427.11 drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property Properties or any portion thereof may be subject, (iix) the availability of any utilities to the Property Properties or any portion thereof including, without limitation, including water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property Properties or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property Properties or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property Properties or any part thereof, (mxiii) the condition or use of the Property Properties or compliance of the Property Properties with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property Properties or fitness of the Property Properties for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, brokers’ sales memorandums, or other property information distributed with respect to the Properties, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the PropertyProperties.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland Real Estate Income Trust, Inc.)
Disclaimers By Seller. A. Except as expressly set forth in this Agreement, or in the Deed, it is understood and agreed that neither Seller and nor Seller’s agents agents, employees or employees representatives have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special limited warranty of title to be contained in the Deed), (b) environmental matters relating to the Property Property, the Land and Improvements or any portion thereof, including, without limitation, the presence of “Hazardous Materials Materials” (as defined below) in, on, under or in the vicinity of the PropertyLand and Improvements, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which which, the Property Land or Improvements or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property Land or Improvements or any portion thereof may be subject, (i) the availability of any utilities to the Property Land or Improvements or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property Land or Improvements or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property Land or Improvements or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property Property, the Land or Improvements or any part thereof, (m) the condition or use of the Property Land or Improvements or compliance of the Property Land or the Improvements with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the PropertyLand or Improvements, (p) the potential for further development of the PropertyLand or Improvements, (q) the merchantability of the Property Property, the Land or the Improvements or fitness of the Property Property, the Land or the Improvements for any particular purpose, (r) the truth, accuracy accuracy, or completeness of the Property DocumentsDue Diligence Items not prepared by Seller, (s) tax consequences, or (t) intentionally deleted.
B. Purchaser acknowledges and agrees that upon Closing, Seller shall sell and convey to Purchaser and Purchaser shall accept the Property “AS IS, WHERE IS, WITH ALL FAULTS”. Except for the representations and warranties of Seller under Section 4.4 above, and in the Deed, Purchaser has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any other matter express or thing implied warranties, guarantees, statements, representations or information pertaining to the Property, the Land or the Improvements or relating thereto (including specifically, without limitation, property information packages distributed with respect to the Property) made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that it is relying solely on its own expertise and that of Purchaser’s consultants in purchasing the Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Purchaser will conduct such inspections and investigations of the Property, the Land and the Improvements as Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely solely upon same. Purchaser acknowledges that Seller has afforded Purchaser a full opportunity to conduct such investigations of the Property, the Land and the Improvements as Purchaser deemed necessary to satisfy itself as to the condition of the Property, the Land and the Improvements and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Land and the Improvements, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto. Upon Closing, Purchaser shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Purchaser’s inspections and investigations. Purchaser hereby represents and warrants to Seller that: (a) Purchaser is represented by legal counsel in connection with the transaction contemplated by this Agreement; and (b) Purchaser is purchasing the Property for business, commercial, investment or other similar purpose and not for use as Purchaser’s residence. Each of Seller and Purchaser hereby waives any and all rights or remedies it may have or be entitled to, deriving from disparity in size or from any significant disparate bargaining position in relation to the other.
C. Purchaser acknowledges that it will have the opportunity to inspect the Property, observe its physical characteristics and existing conditions and the opportunity to conduct such investigation and study on and of the Property, the Land and the Improvements and adjacent areas as Purchaser deems necessary,.
D. Purchaser agrees to indemnify, defend and hold Seller harmless of and from any and all liabilities, claims, demands, and expenses of any kind or nature to the extent arising or accruing after Closing and which are in any way related to the ownership, maintenance, or operation of the Property, the Land or the Improvements by Purchaser and its successors and assigns, including, without limitation, in connection with Hazardous Materials. Seller agrees to indemnify, defend and hold Purchaser harmless of and from any and all liabilities, claims, demands, and expenses of any kind or nature to the extent arising or accruing prior to Closing and which are in any way related to the ownership, maintenance, or operation of the Property, the Land or the Improvements by Seller, including, without limitation, in connection with Hazardous Materials.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Growth Trust, Inc.)
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement and/or the Closing documents, it is understood and agreed that Seller and the Subsidiary and Seller’s and the Subsidiary’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Partnership Interests, the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof thereof, including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property DocumentsDocuments or Updated Property Information, (s) tax consequences, or (t) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Partnership Interests Purchase and Sale Agreement (Dividend Capital Total Realty Trust Inc.)
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement and in the documents executed by Seller at Closing, it is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any PURCHASE AND SALE AGREEMENT (NANTUCKET SELF STORAGE) – Page 20 warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Growth Trust, Inc.)
Disclaimers By Seller. Except as expressly set forth in this Agreementthe Seller’s Documents, it is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the PropertyProperty and Assets, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in the Deed), (b) environmental matters relating to the Property Property, the Assets or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the PropertyProperty or Assets, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or Assets or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Assets or Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Assets or Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Assets, Property or any part thereof, (m) the condition or use of the Assets or Property or compliance of the Assets or Property with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and structural integrity of the Improvements or Property, (p) the potential for further development of the Assets or Property, (q) the merchantability of the Assets or Property or fitness of the Assets or Property for any particular purpose, (r) the truth, accuracy or completeness of the Property Documentsany Seller Disclosure Materials or portion thereof produced or provided by any party other than Seller, (s) tax consequences, or (t) any other matter or thing with respect to the Assets or Property.
Appears in 1 contract
Samples: Asset Purchase Agreement (CNL Healthcare Properties II, Inc.)
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement and any document executed by Seller and delivered to Purchaser at Closing, it is understood and agreed that Seller and Seller’s agents or employees have has not at any time made and are is not now making, and they it specifically disclaimdisclaims, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Amerivest Properties Inc)
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement and any document executed by Seller and delivered to Purchaser at Closing, it is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property or any fact or condition existing regarding the presence of, testing for, or remediation of, mildew, mold or mold spores on the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l1) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the Property.,
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland American Real Estate Trust, Inc.)
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement and/or in any document executed by Seller and delivered to Purchaser at Closing, it is understood and agreed that Seller and Seller’s 's agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s 's special warranty of title to be contained in the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement or in any document executed by Seller and delivered to Purchaser at Closing, it is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property DocumentsDocuments or any survey of the Property, (s) tax consequences, or (t) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Piedmont Office Realty Trust, Inc.)
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement and any document executed by Seller and delivered to Purchaser at Closing, it is understood and agreed that Seller and Seller’s agents or employees Asset Manager have not at any time made and are not now making, and they specifically disclaim, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoringunderscoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Amerivest Properties Inc)
Disclaimers By Seller. Except as expressly set forth in this --------------------- Agreement, it is understood and agreed that Seller and Seller’s agents or employees have has not at any time made and are is not now making, and they Seller specifically disclaimdisclaims, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special 's warranty of title set forth in the Deed to be contained in the Deeddelivered at Closing), (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials Substances in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, water and geologic earthquake faults and the resulting damage of past and/or future faultingearthquakes, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (hvii) zoning or building entitlements to which the Real Property or any portion thereof may be subject, (iviii) the availability of any utilities to the Real Property or any portion thereof including, without limitation, water, sewage, gas and electric, or the availability of parking to the Real Property, (jix) usages of adjoining property, (kx) access to the Real Property or any portion thereof, including, but not limited to, (lxi) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiii) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxiv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxv) the truth, truth or accuracy or completeness of the Property Documents, content of any of the Due Diligence Items or Additional Due Diligence Items (sxvi) tax consequences, or (txvii) any other matter or thing with respect to the Property.
Appears in 1 contract
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees Asset Manager have not at any time made and are not now making, and they specifically disclaim, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or or, any portion thereof may be be, subject, (iix) the availability of any way utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining propertyProperty, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on on. or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular Particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Apple Residential Income Trust Inc)
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees have has not at any time made and are is not now making, and they it specifically disclaimdisclaims, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warrantieswarranties or representations, representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 1 contract
Disclaimers By Seller. Except as expressly set forth in this AgreementAgreement or in any document executed by Seller and delivered to Purchaser at Closing, it is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now makingmade, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special warranty of title to be contained in the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j0) usages of adjoining property, (k) access to the Property or any portion thereof, (l1) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the Property.
Appears in 1 contract
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees Asset Manager have not at any time made and are not now making, and they specifically disclaim, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (a1) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, provided, however, that Seller has no actual knowledge that any Property Document is incorrect in any material respect; (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hittite Microwave Corp)
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood BUYER has not relied and agreed that Seller will not rely on, and Seller’s agents or employees SELLER have not at any time made and are not now making, and they specifically disclaimliable for or bound by, any express or implied warranties, guarantees, statements, representations or guaranties information of any kind or character, express or implied, with respect character pertaining to the PropertyProperty or relating thereto made or furnished by SELLER or any real estate broker, includingagent or third party representing or purporting to represent SELLER, but not limited toto whomever made or given, warrantiesdirectly or indirectly, orally or in writing, including warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, including (A) the presence of Hazardous Materials in, on, under or in the vicinity of the PropertyProperty and/or (B) information provided in any questionnaire answered by SELLER or its representative(s) in connection with a site assessment pursuant to 40 CFR part 312 or otherwise, the answers to which BUYER acknowledges shall not be construed to be representations or warranties but are provided solely for the convenience of BUYER, (ciii) geological conditions, including, without limitation, including subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, including water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documentsbrokers’ sales memorandums, or other property information distributed with respect to the Property, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees have has not at any time made and are is not now making, and they Seller specifically disclaimdisclaims, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining propertyProperty, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims Claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence non‑existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Rexford Industrial Realty, Inc.)
Disclaimers By Seller. Except as expressly set forth in this Agreement, the Bond Purchase Agreement or any document delivered at Closing, it is understood and agreed that Seller and Seller’s agents or employees Asset Manager have not at any time made and are not now making, and they specifically disclaim, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the PropertyProperty and the Bond Documents, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, (xviii) the suitability or usefulness of the Bonds as financing for the Property or the ability of Purchaser to have the Bonds refunded, reissued or resold, or (txix) any other matter or thing with respect to the PropertyProperty or the Bond Documents.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Homes for America Holdings Inc)
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s 's agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Seller’s special 's limited warranty of title to be contained in the DeedGround Lease Assignment, if any), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (m) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty, Inc.)
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees have has not at any time made and are not now making, and they specifically disclaim, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining propertyProperty, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 1 contract
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that no Seller and Seller’s agents or employees have not has at any time made and are is not now making, and they it specifically disclaimdisclaims, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title title; (other than Seller’s special warranty of title to be contained in the Deed), (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Preferred Apartment Communities Inc)
Disclaimers By Seller. (a) Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees Asset Manager have not at any time made and are not now making, and they specifically disclaim, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property DocumentsInformation, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
(b) Section 25359.7 of the California Health and Safety Code requires owners of nonresidential property who know or have reasonable cause to believe that any release of hazardous substance has come to be located on or beneath real property to provide written notice of that condition to a buyer of such real property. There is a possibility that a release of a hazardous substance may have come to be located on or beneath one or more of the Projects as described in the environmental reports and documents which have been received and reviewed by Purchaser. By its execution of this Agreement, Purchaser acknowledges its receipt of the foregoing notice given pursuant to Section 25359.7 of the California Health and Safety Code.
(c) Purchaser acknowledges that "Natural Hazards" described in the following California Code Sections (the "Natural Hazard Laws") may affect one or more of the Projects: Government Code Section 8589.3 (Special Flood Hazard); Government Code Section 8589.5 (Potential Flooding); Government Code Sections 51178 and 51179 (Very High Fire Hazard Severity Zone); Public Resources Code Section 2622 (Earthquake Fault Zone); Public Resources Code Section 2696 (Seismic Hazard Zone); and Public Resources Code Section 4125 (Wildland Forest Fire Risks and Hazards). Purchaser acknowledges and agrees that Purchaser is an experienced real estate investor, and has been advised that Purchaser should determine whether any lists or maps delineating properties affected by such Natural Hazards are available and otherwise determine whether any such Natural Hazards affect any of the Projects. Purchaser further represents and warrants that Purchaser has independently evaluated and investigated whether any or all of such Natural Hazards affect the one or more of the Projects. Based on the foregoing, Purchaser knowingly and intentionally waives any disclosures, obligations or requirements of Seller with respect to Natural Hazards, including, without limitation, any disclosure obligations or requirements under the following California Code Sections: Government Code Sections 8589.3, 8589.4 and 51183.5 and Public Resources Code Sections 2621.9, 2694 and 4136 (the "Natural Hazard Disclosure Requirements"). Purchaser acknowledges and agrees that this waiver has been specifically negotiated and is an essential aspect of the bargain between the parties.
Appears in 1 contract
Samples: Purchase and Sale Agreement (American Industrial Properties Reit Inc)
Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that Seller and Seller’s agents or employees have has not at any time made and are is not now making, and they specifically disclaimdisclaims, any warranties, warranties or representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, warranties or representations or guaranties as to (ai) matters of title (other than Seller’s special warranty of title to be contained in the Deed)title, (bii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (ciii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (div) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard or fire hazard, (ev) drainage, (fvi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (gvii) the presence of endangered species or any environmentally sensitive or protected areas, (hviii) zoning or building entitlements to which the Property or any portion thereof may be subject, (iix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (jx) usages of adjoining property, (kxi) access to the Property or any portion thereof, (lxii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, 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 or claims on or affecting or pertaining to the Property or any part thereof, (mxiii) 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 or laws, building, fire or zoning ordinances, codes or other similar laws, (nxiv) the existence or non-non- existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (qxv) the merchantability of the Property or fitness of the Property for any particular purpose, (rxvi) the truth, accuracy or completeness of the Property Documents, (sxvii) tax consequences, or (txviii) any other matter or thing with respect to the Property.
Appears in 1 contract
Samples: Limited Liability Company Membership Interest Purchase Agreement (Cannapharmarx, Inc.)
