Limitation on Seller’s Representations and Warranties. PURCHASER ACKNOWLEDGES AND AGREES THAT, OTHER THAN A REPRESENTATION OR WARRANTY EXPRESSLY SET FORTH IN THIS AGREEMENT (A BREACH OF WHICH PURCHASER MAY MAINTAIN AN ACTION IN ACCORDANCE WITH AND SUBJECT TO ARTICLE IX AND SECTION 10.12 OF THIS AGREEMENT) OR AS EXPRESSLY SET FORTH IN A CLOSING DOCUMENT, THE PROPERTY IS SOLD “AS IS” “WHERE IS” AND “WITH ALL FAULTS” AND NEITHER SELLER, NOR ANY AGENT OR REPRESENTATIVE OF SELLER, HAS MADE, NOR IS SELLER LIABLE FOR OR BOUND IN ANY MANNER BY ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, PROMISES, STATEMENTS, INDUCEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, THE ASSIGNED INTERESTS OR ANY PART THEREOF, THE PHYSICAL CONDITION, ENVIRONMENTAL CONDITION, INCOME, EXPENSES OR OPERATION THEREOF, THE USES WHICH CAN BE MADE OF THE SAME OR ANY OTHER MATTER OR THING WITH RESPECT THERETO, INCLUDING ANY EXISTING OR PROSPECTIVE LEASES. WITHOUT LIMITING THE FOREGOING, PURCHASER ACKNOWLEDGES AND AGREES THAT, OTHER THAN A REPRESENTATION OR WARRANTY EXPRESSLY SET FORTH IN THIS AGREEMENT (A BREACH OF WHICH PURCHASER MAY MAINTAIN AN ACTION IN ACCORDANCE WITH AND SUBJECT TO ARTICLE IX AND SECTION 10.12 OF THIS AGREEMENT) OR
Limitation on Seller’s Representations and Warranties. (a) PURCHASER ACKNOWLEDGES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, SELLER HAS MADE NO REPRESENTATION OR WARRANTY WHATSOEVER AND PURCHASER HAS NOT RELIED ON ANY REPRESENATION OR WARRANTY, EXPRESS OR IMPLIED, EXCPET THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER IS ACQUIRING THE ACQUIRED ASSETS ON AN “AS IS, WHERE IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES AS TO THE FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR CONDITION OF THE ACQUIRED ASSETS OR AS TO ANY OTHER MATTER.
Limitation on Seller’s Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES OF SELLER TO PURCHASER SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE WHATSOEVER BY SELLER, AND, EXCEPT AS SET FORTH IN THIS AGREEMENT, NEITHER SELLER NOR ANY PERSON ON BEHALF OF SELLER HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SUITABILITY, ORIGINALITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR RESULTS TO BE DERIVED FROM USE. EXCEPT AS EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT, (A) THE TRANSFER OF THE ASSETS BY SELLER TO PURCHASER PURSUANT TO THIS AGREEMENT SHALL BE WITHOUT EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY BY SELLER, AND (B) PURCHASER SHALL UNCONDITIONALLY ACCEPT THE ASSETS “AS IS,” “WHERE IS” AND “WITH ALL FAULTS.”
Limitation on Seller’s Representations and Warranties. Purchaser acknowledges that, except as expressly set forth in this Agreement, neither Seller nor any agent or representative of Seller has made, and Seller is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information pertaining to the Property or any part thereof the physical condition, income, expenses or operation thereof, the uses which can be made of the same or any other matter or thing with respect thereto, including, without limitation, any existing or prospective Space Leases. Without limiting the foregoing, Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement, Seller is not liable for or bound by (and Purchaser has not relied upon) any verbal or written statements, representations, financial statements pertaining to the operation of the Hotel or any other information respecting the Property furnished by Seller or any employee, agent, consultant or other person representing or purportedly representing Seller; and that the Property is being purchased "AS IS WHERE IS" with the exception of those representations and warranties expressly set forth in this Agreement and the transfer documents delivered at Closing. All representations and warranties of Seller contained in this Agreement shall survive closing and the delivery of the transfer documents at Closing.
Limitation on Seller’s Representations and Warranties. The Purchaser acknowledges that, except for the representations and warranties expressly set forth in ARTICLE 3, none of the Seller or any other Person (other than Telpart under the terms and conditions of the Telpart’s Representations and Warranties made to the Seller in the SPA) makes or shall be deemed to have made any representation or warranty, either expressed or implied, at law or in equity, by or on behalf of any Seller or the Amazônia Companies regarding the Amazônia Companies or the Amazônia Transaction contemplated hereby or as to the accuracy or completeness of any of the information provided or made available to the Purchaser or any of its Affiliates or representatives or otherwise. Without limiting the generality of the foregoing, none of the Seller, the Amazônia Companies or any other Person has made a representation or warranty to the Purchaser with respect to (a) any projections, estimates or budgets for the Amazônia Companies or (b) any material, documents or information relating to the Amazônia Companies made available to the Purchaser or its Affiliates or representatives in any “data room,” confidential memorandum, offering materials or otherwise.
Limitation on Seller’s Representations and Warranties. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 3.1 OF THIS AGREEMENT OR IN THE DEED, NEITHER SELLER NOR ANY OF ITS AGENTS OR REPRESENTATIVES HAVE MADE ANY REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE PROPERTY OR ANY PORTION THEREOF. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS NOT RELYING ON ANY STATEMENT MADE OR INFORMATION PROVIDED TO BUYER BY SELLER OR ANY OF AGENTS OR REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN SECTION 3.1 OF THIS AGREEMENT OR IN THE DEED. Buyer’s Initials:
Limitation on Seller’s Representations and Warranties. Except as expressly set forth in this Agreement, Seller has not made and is not making, and hereby specifically disclaims, any warranties or representations of any kind or character, express or implied, with respect to, and Seller shall have no responsibility with respect to, the Membership Interests, the Sliver Interests, the Company or any of the Company’s subsidiaries (including, without limitation, East Mezz and Project A QALICB), or the Company’s or its subsidiaries’ properties, activities, business, affairs, solvency, indebtedness, financial condition, financial or other statements, or any other matters, including without limitation as to (i) matters of title, (ii) environmental matters relating to any property (iii) the condition or use (or potential use) of any property or compliance of any property with any past, present or future federal, state or local ordinances, rules, regulations or laws, (iv) the merchantability of the Membership Interests, the Sliver Interests or any property or the fitness of any property for any particular purpose, (v) tax consequences, (vi) status of development and/or construction of any properties owned or controlled by the Company or any of its subsidiaries (including, without limitation, East Mezz and Project A QALICB), or whether any such construction is or is anticipated to be completed on time or within budget, or (vii) any matter relating to any agreements of any nature to which the Company or any of its subsidiaries (including, without limitation, East Mezz and Project A QALICB), is a party, including without limitation, any agreements entered into by Seller in connection with any financing obtained by the Company or any of its subsidiaries (including, without limitation, East Mezz and Project A QALICB). The representations and warranties in this Article II specifically exclude any agreements of any nature to which the Company or any of its subsidiaries (including, without limitation, East Mezz and Project A QALICB), is a party, including without limitation, any agreements entered into by Seller in connection with any financing obtained by the Company or any of its subsidiaries (including, without limitation, East Mezz and Project A QALICB), and notwithstanding anything in this Agreement to the contrary, Seller is not making any representations or warranties to Buyer with regard to any transactions, agreements, actions or other matters to which the Company or its subsidiaries (including, without limitation, East...
Limitation on Seller’s Representations and Warranties. Except as provided herein, Seller makes no representation or warranty, express or implied, to Buyer or any other person with respect to the Loans or any Loan Document, or any other matter with respect to the Loans or any Loan Document. Specifically, and not as a limitation of any other provision hereof, Seller makes no representation or warranty, express or implied, to Buyer or any other person with respect to the condition (financial or otherwise) of Obligors or any other person; the existence or nature of any asset or liability of Obligors; the ability of Obligors or any other person to perform its obligations under the Loan Documents; the existence, perfection or priority of any lien securing performance under the Loan Documents; the validity or enforceability of the Loans or any of the Loan Documents; or the effect of this Agreement upon the rights of Buyer or any other person under any Loan Document. Buyer hereby acknowledges and agrees that the Loan Documents are purchased and sold on an "AS IS" “WHERE-IS” basis, without recourse. The terms and conditions set forth herein are the result of arm's-length bargaining between parties familiar with transactions of this nature. The price, terms and conditions reflect the fact that except for the representations and warranties of Seller, as set forth below, Buyer shall have the benefit of, and is relying upon, no statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Seller's affiliates or the officers, employees, consultants, appraisers, attorneys and agents of each.
Limitation on Seller’s Representations and Warranties. All of the representations and warranties of Seller contained herein are qualified by the Seller Information delivered by Seller to Buyer, the PTR, any reports, investigations, surveys, tests and/or analyses prepared or to be prepared by or on behalf of Buyer and actually received by the Buyer’s Knowledge Party not less than one (1) business day prior to the Effective Date of this Agreement, by any other written disclosures made to the Buyer by Seller or to the Buyer’s Knowledge Party from any source whatsoever (including as a result of Buyer’s due diligence studies, tests, inspections and investigations) not less than one (1) business day prior to the Effective Date of this Agreement. In no event shall Seller be deemed to have breached any of the representations and warranties contained in this Agreement to the extent the facts or conditions alleged to constitute such breach were known by the Buyer’s Knowledge Party prior to the Effective Date of this Agreement as described in the foregoing sentence.
Limitation on Seller’s Representations and Warranties. EXCEPT AS SET FORTH IN THIS AGREEMENT AND THE DISCLOSURE LETTER DELIVERED BY THE SELLERS, THE SELLERS DO NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE PURCHASED ASSETS, THE BUSINESS OR THE SELLERS, AND ALL OTHER REPRESENTATIONS OR WARRANTIES BY THE SELLERS ARE HEREBY DISCLAIMED.
