Limitations on and Disclaimer of Representations and Warranties and Purchaser’s Release in Connection Therewith. Except as otherwise addressed in this Article VI, notwithstanding anything to the contrary contained herein or in any other document or agreement delivered in connection herewith:
(a) Neither Sellers nor Fleet makes any representations or warranties, express or implied, as to the physical condition of the Fixed Assets, all of which are being sold "AS IS", "WHERE IS", without recourse and with all faults at the Closing Date.
(b) Neither Sellers nor Fleet makes any representations or warranty, express or implied, of any type or nature with respect to the physical condition of the Facilities or Real Property which are being sold "AS IS, "WHERE IS" without recourse and with all faults, without any obligation on the part of Sellers. Except as otherwise expressly set forth in this Agreement, by closing this transaction, Purchaser hereby releases and agrees to hold harmless Sellers and Fleet and waives any claims which Purchaser may now or hereafter have against Sellers or Fleet relating to the physical condition of the Facilities or the Real Property from and after the Closing, including without limitation with respect to claims under Environmental Laws or with respect to the presence of Hazardous Materials or with respect to claims under the ADA.
(c) Neither Sellers nor Fleet makes any representations or warranties to Purchaser as to whether, or the length of time during which, any accounts relating to Deposit Liabilities will be maintained by the owners of such Deposit Liabilities at the Branches after the Transfer Date.
(d) Except as specifically provided for in this Agreement, Sellers and Fleet disclaim and make no representations or warranties whatsoever with respect to the Business, Purchased Assets or Assumed Liabilities, express or implied, including, without limitation, any representations or warranties with respect to merchantability, fitness, title, enforceability, collectibility, documentation or freedom from Liens (in whole or in part) and disclaim any liability and responsibility for any negligent representation, warranty, statement or information otherwise made or communicated, by oversight or information otherwise made or communicated, by oversight or otherwise (orally or in writing), to Purchaser in connection with the transactions contemplated hereby (including without limitation, any opinion, information, projection, statement or advice contained in the Offering Memorandum or which may have been provided to Purchaser by any employee, officer, ...
Limitations on and Disclaimer of Representations and Warranties and Purchaser’s Release in Connection Therewith. Except as otherwise addressed in this Article 5, notwithstanding anything to the contrary contained herein or in any other document or agreement delivered in connection herewith:
(a) Seller does not make any representations or warranties, express or implied, as to the physical condition of the Real Property or Leased Property. The Real Property and Leased Property is being sold and or assigned, as applicable, “AS IS”, “WHERE IS”, without recourse and with all faults at the Closing Date.
(b) Seller does not make any representations or warranty, express or implied, of any type or nature with respect to the physical condition of the Branches which are being sold or assigned “AS IS”, “WHERE IS” without recourse and with all faults, without any obligation on the part of Seller. Seller has no Knowledge of any violation under any Environmental Law relating to the Property. Except as otherwise expressly set forth in this Agreement, by closing this transaction, Purchaser hereby releases and agrees to hold harmless Seller, and its officers, directors, shareholders, representatives and agents, and waives any claims which Purchaser may now or hereafter have against Seller relating to the physical condition of the Branches from and after the Closing, excluding however, any and all liability for claims under Environmental Laws or with respect to the presence of Hazardous Materials which exist or arise with respect to the Real Property during such time as Seller owned or leased the Real Property.
(i) Within thirty (30) days after the date hereof, Purchaser may contract, at its expense, for an initial environmental screening (which may be a phase I environmental report) of the Real Property by an independent third party environmental engineer, but shall not have any right to do any Phase II or other intrusive testing of the Real Property without Seller’s prior written approval, which approval may be withheld by Seller in its sole and absolute discretion. If Purchaser’s Phase I environmental report recommends a Phase II or other further testing, Purchaser shall provide Seller with a copy of such report(s) and Seller prohibits Purchaser from conducting such report or testing or if any Phase II reporting permitted by Seller evidences any violation of Environmental Law with respect to the Real Property, then Purchaser shall have the right to terminate this Agreement by providing written notice to Seller by no later than the later of the thirtieth (30th) day after the date her...
Limitations on and Disclaimer of Representations and Warranties and Purchaser’s Release in Connection Therewith. Except as otherwise expressly set forth in this Agreement:
(a) Seller makes no representations or warranties, express or implied, as to the physical condition of the Purchased Personal Property.
(b) Except as specified in Section 5.19, Seller makes no representations or warranties, express or implied, of any type or nature with respect to the physical condition of the Purchased Real Property which are being sold “AS IS,” “WHERE IS” without recourse and with all faults, without any obligation on the part of Seller. Except as otherwise expressly set forth in this Agreement, by closing this transaction, Purchaser hereby releases Seller and any of its Affiliates and waives any claims which Purchaser may now or hereafter have against Seller or any of its Affiliates relating to the physical condition of the Purchased Real Property from and after the Closing.
(c) Except as specifically provided for in this Agreement, each Seller Entity disclaims and make no representations or warranties whatsoever with respect to the Banking Centers, Purchased Assets or Assumed Liabilities, express or implied.
Limitations on and Disclaimer of Representations and Warranties and Purchaser’s Release in Connection Therewith. Except as otherwise addressed in this Article VI, notwithstanding anything to the contrary contained herein or in any other document or agreement delivered in connection herewith:
(a) Seller makes no representations or warranties to Purchaser as to whether, or the length of time during which, any accounts relating to Liabilities will be maintained by the owners of such Liabilities after the Transfer Date.
(b) Except as specifically provided for in this Agreement, Seller disclaims and makes no representations or warranties whatsoever with respect to the Purchased Assets or Assumed Liabilities, express or implied, including, without limitation, any representations or warranties with respect to merchantability, fitness, title, enforceability, collectability, documentation or freedom from Liens (in whole or in part). Seller disclaims any liability and responsibility for any negligent representation, warranty, statement or information otherwise made or communicated, by oversight or otherwise (orally or in writing), to Purchaser in connection with the transactions contemplated hereby (including without limitation, any opinion, information, projection, statement or advice which may have been provided to Purchaser by any employee, officer, agent, stockholder or other representative of Seller, or its Affiliates in connection with the transactions contemplated hereby).
Limitations on and Disclaimer of Representations and Warranties and Purchaser’s Release in Connection Therewith. Except as otherwise expressly set forth in this Agreement:
(a) Seller makes no representations or warranties, express or implied, as to the physical condition of the Purchased Personal Property.
(b) Except with regard to environmental conditions (as set forth in Section 5.19), Seller makes no representations or warranties, express or implied, of any type or nature with respect to the physical condition of the Purchased Real Property which is being sold “AS IS,” “WHERE IS” without recourse and with all faults, without any obligation on the part of Seller.
(c) Except as specifically provided for in this Agreement, Seller disclaims and make no representations or warranties whatsoever with respect to the Banking Centers, Purchased Assets or Assumed Liabilities, express or implied.
