LIMITATION OF SELLER’S REPRESENTATIONS AND WARRANTIES Sample Clauses

LIMITATION OF SELLER’S REPRESENTATIONS AND WARRANTIES. (a) BUYER ACKNOWLEDGES THAT EXCEPT FOR ANY EXPRESS WARRANTIES AND REPRESENTATIONS CONTAINED IN THIS CONTRACT OR ANY INSTRUMENT, DOCUMENT, OR AGREEMENT TO BE DELIVERED TO BUYER AT CLOSING, BUYER IS NOT RELYING ON ANY WRITTEN, ORAL, IMPLIED, OR OTHER REPRESENTATIONS, STATEMENTS, OR WARRANTIES BY SELLER OR ANY AGENT OF SELLER OR ANY REAL ESTATE BROKER OR SALESMAN. ALL PREVIOUS WRITTEN, ORAL, IMPLIED, OR OTHER STATEMENTS, REPRESENTATIONS, WARRANTIES, OR AGREEMENTS, IF ANY, ARE MERGED HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER SHALL NOT HAVE ANY LIABILITY TO BUYER, AND BUYER SHALL RELEASE SELLER FROM ANY LIABILITY (INCLUDING, WITHOUT LIMITATION, CONTRACTUAL AND/OR STATUTORY ACTIONS FOR CONTRIBUTION OR INDEMNITY), FOR, CONCERNING, OR REGARDING: (A) THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE SUITABILITY THEREOF FOR ANY ACTIVITY OR USE; (B) ANY IMPROVEMENTS OR SUBSTANCES LOCATED THEREON; OR (C) THE COMPLIANCE OF THE PROPERTY WITH ANY LAWS, RULES, ORDINANCES, OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12, SELLER HAS NOT MADE, DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. BUYER AFFIRMS THAT IT: (I) HAS OR WILL HAVE HAD THE OPPORTUNITY TO HAVE INVESTIGATED AND INSPECTED THE PROPERTY AND IS FAMILIAR AND SATISFIED WITH THE PHYSICAL CONDITION OF THE PROPERTY; AND (II) HAS MADE OR WILL HAVE AN OPPORTUNITY TO MAKE ITS OWN DETERMINATION AS TO THE MERCHANTABILITY, QUANTITY, QUALITY, AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE POSSIBLE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION AND THE PROPERTY’S SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. BUYER HEREBY ACCEPTS THE PROPERTY IN ITS PRESENT CONDITION (INCLUDING ENVIRONMENTAL CONDITIONS) ON AN “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” BASIS. BUYER FURTHER ACKNOWLEDGES THAT WITHOUT THIS ACCEPTANCE, THIS SALE WOULD NOT BE MADE AND THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT, SELLER WILL NOT UNDER ANY CIRCUMSTANCES HAVE ANY OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION, OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY. AS BETWEEN BUYER AND SE...
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LIMITATION OF SELLER’S REPRESENTATIONS AND WARRANTIES. (a) AS IS. Purchaser acknowledges that except for any express warranties and representations contained in Section 9 and Section 13 of this Contract, or in any instrument, document or agreement to be delivered by Seller to Purchaser at Closing, Purchaser is not relying on any written, oral, implied, or other representations, statements, or warranties by Seller or any agent of Seller or any real estate broker or salesman. All previous written, oral, implied, or other statements, representations, warranties, or agreements, if any, are merged herein. Except as expressly set forth in Section 9 and Section 13 of this Contract, Seller will not have any liability to Purchaser, and, effective as of Closing, Purchaser shall release Seller from any liability (including, without limitation, contractual and/or statutory actions for contribution or indemnity), for, concerning, or regarding: (i) the nature and condition of the Property, including, without limitation, the suitability thereof for any activity or use; (ii) any improvements or substances located thereon; or (iii) the compliance of the Property with any laws, rules, ordinances, or regulations of any government or other body. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9 AND SECTION 13 OF THIS CONTRACT, SELLER HAS NOT MADE, DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. PURCHASER AFFIRMS THAT AS OF THE EXPIRATION OF THE FEASIBILITY PERIOD, IT WILL HAVE HAD ADEQUATE TIME TO: (i) INVESTIGATE AND INSPECT THE PROPERTY AND Purchase and Sale Agreement15233083_2 14 BECOME FAMILIAR AND SATISFY ITSELF WITH THE PHYSICAL CONDITION OF THE PROPERTY; AND (ii) MAKE ITS OWN DETERMINATION AS TO THE MERCHANTABILITY, QUANTITY, QUALITY, AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE POSSIBLE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION AND THE PROPERTY'S SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. IN THE EVENT CLOSING OCCURS, PURCHASER HEREBY AGREES TO ACCEPT THE PROPERTY IN ITS PRESENT CONDITION (INCLUDING ENVIRONMENTAL CONDITIONS) ON AN "AS IS," "WHERE IS," AND "WITH ALL FAULTS" BASIS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS CONTRACT OR ANY DOCUMENT DELIVERED BY SELLER AT CLOSING. P...
Sample 1See All (7)
LIMITATION OF SELLER’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of Seller in this Agreement and in any document to be delivered at Closing to Purchaser pursuant to this Agreement are the sole representations and warranties of Seller with respect to the transaction contemplated by this Agreement. Seller makes no representation or warranty other than those set forth herein and therein, and, except for the warranties and representations set forth herein and therein, the sale of the Property is made on an “as-is, where-is” basis, without warranty.
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LIMITATION OF SELLER’S REPRESENTATIONS AND WARRANTIES. PURCHASER ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY NATURE WHATSOEVER.
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LIMITATION OF SELLER’S REPRESENTATIONS AND WARRANTIES. Buyer acknowledges and agrees that except as expressly set forth in this Agreement, Seller makes no representations or warranties of any nature with respect to the Assets or the Stations. At Closing, provided that Seller has complied fully with its obligations under Section 9.8, Buyer shall have fully investigated and evaluated the condition and operation of the Assets and shall acquire the Assets on an "As-Is," "Where-Is" basis, subject only to the representations and warranties expressly set forth herein.
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LIMITATION OF SELLER’S REPRESENTATIONS AND WARRANTIES. (a) Purchaser acknowledges that except for any express warranties and representations contained in this Agreement or any instrument, document, or agreement to be delivered to Purchaser at Closing (the “Closing Documents”), Purchaser is not relying on any written, oral, implied, or other representations, statements, or warranties by Seller or any agent of Seller or any real estate broker or salesman. All previous written, oral, implied, or other statements, representations, warranties, or agreements, if any, are merged herein and in the
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LIMITATION OF SELLER’S REPRESENTATIONS AND WARRANTIES. Except as otherwise ex pressly set forth in this Section 10, Seller makes no guarantees, warranties or representations, express or implied, with respect to the Property, the condition of title, the suitability of the Property for any in tended purpose or habitability, the size, location, physical condition, encroachments, access, availability of utilities, zoning, value, future value, income potential, productivity, rights to, adequacy of or quality of the water supply or water transaction. Without limiting the foregoing, except as set forth in this Agreement, Seller makes no warranties or representations of any kind regarding the environmental condition of the Property or the presence or absence of hazardous wastes or toxic materials or any other warranties or representations of any kind regarding the environmental condition of the Property, including, but not limited to, the presence or absence of asbestos, radon gas, formaldehyde, oil, PCB'S, underground storage tanks, or any other hazardous or toxic waste or materials. No Seller warranty of any kind shall survive the Close of Escrow or the cancellation or termination of the Escrow and this Agreement.
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LIMITATION OF SELLER’S REPRESENTATIONS AND WARRANTIES 
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Related to LIMITATION OF SELLER’S REPRESENTATIONS AND WARRANTIES

  • Survival of Seller’s Representations and Warranties The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date:

  • Purchaser’s Representations and Warranties Purchaser represents and warrants to Seller that:

  • Buyer Representations and Warranties Buyer represents and warrants to Seller:

  • Holder’s Representations and Warranties As a material inducement to the Company to enter into this Agreement and consummate the Exchange, the Holder hereby represents and warrants with and to the Company, as of the date hereof and as of the Closing Date, as follows:

  • Survival of Purchaser’s Representations and Warranties The representations and warranties of Purchaser set forth in Section 5.3 shall survive Closing for a period of one (1) year after Closing, unless notice setting forth a specific claim under any such representation or warranty shall be given to Purchaser within that period, in which case such representation or warranty shall survive until such claim is finally and fully resolved.

  • Subscriber's Representations and Warranties Each Subscriber hereby represents and warrants to and agrees with the Company only as to such Subscriber that:

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

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