Common use of Limitations on and Disclaimer of Representations and Warranties and Purchaser’s Release in Connection Therewith Clause in Contracts

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, agent, stockholder or other representative of any Seller, Fleet or their 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 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 Sovereign nor FNB or 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 Sovereign nor FNB or Fleet makes any representations or warrantywarranties, 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 SellersSovereign. Except as otherwise expressly set forth in this Agreement, by closing this transaction, Purchaser hereby releases and agrees to hold harmless Sellers Sovereign, FNB and Fleet and waives any claims which Purchaser may now or hereafter have against Sellers Sovereign, FNB 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 Sovereign nor FNB or 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 AgreementSovereign, Sellers FNB and Fleet each 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, agent, stockholder or other representative of any SellerSovereign, FNB or Fleet or their 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 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 Seller makes any no representations or warranties, express or implied, as to the physical condition of the Fixed AssetsAssets other than the representations and warranties made in Section 6.9(b), all of which are being sold "or transferred and assigned “AS IS"”, "“WHERE IS"”, without recourse and with all faults faults, without any obligation on the part of Seller, at the Closing Date, subject, however, to Seller’s representations and warranties made in Section 6.9(b). (b) Neither Sellers nor Fleet Seller makes any no representations or warrantywarranties, express or implied, of any type or nature with respect to the physical condition of the Facilities Branches, ATMs, Office or Real Property which are being sold "or transferred and assigned “AS IS”, "“WHERE IS" ”, without recourse and with all faults, without any obligation on the part of SellersSeller, at the Closing Date, subject, however, to Seller’s representations and warranties made in Sections 6.9(b) and 6.12. Except as otherwise expressly set forth in this Agreement, by closing this transaction, Purchaser and Parent hereby releases release and agrees agree to hold harmless Sellers Seller and Fleet its Affiliates and waives waive any claims which Purchaser and Parent may now or hereafter have against Sellers Seller or Fleet any of its Affiliates or any of their respective officers, directors, employees or agents relating to the physical condition of the Facilities Branches, ATMs, Office or the Real Property from and after the Closing, including including, without limitation with respect to claims under Environmental Laws or with respect to the presence of Hazardous Materials or limitation, with respect to claims under the ADA. (c) Neither Sellers nor Fleet Seller makes any no representations or warranties to Purchaser and/or Parent as to whether, or the length of time during which, any accounts relating to Deposit Liabilities or and Loans will be maintained by the owners of such Deposit Liabilities at the Branches or Loans after the Transfer Closing Date. (d) Except as specifically provided for in this Agreement, Sellers Seller expressly disclaims and Fleet disclaim and make makes 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, collectibilitycollectability, documentation or freedom from Liens (in whole or in part) and disclaim disclaims 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 and/or Parent in connection with the transactions contemplated hereby (including including, without limitation, any opinion, information, projection, statement or advice contained in the Offering Memorandum or which may have been provided to Purchaser and/or Parent by any employee, officer, agent, stockholder or other representative of any Seller, Fleet Seller or their 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 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 To the Seller's Knowledge, the Premises are of adequate structural condition. As used herein, "adequate structural condition" means that no structural repairs are required to the exterior, supporting walls, the roof or foundation to continue the effective use of the Branch. Subject to the foregoing, (i) Seller does not make any representations or warranties, express or implied, as to the physical condition of the Premises and Fixed Assets, all of which ; and (ii) the Premises and Fixed Assets are being sold "AS IS", "WHERE IS", without recourse and with all faults at the Closing Date. (b) Neither Sellers nor Fleet makes Except as provided in this Section 6.13(b) and in Section 6.13(a) above, Seller does not make any representations or warranty, express or implied, of any type or nature with respect to the physical condition of the Facilities or Real Property Branch which are is being sold "AS IS", "WHERE IS" without recourse and with all faults, without any obligation on the part of SellersSeller. Seller has no Knowledge of any impairment or violation under any Environmental Law relating to the Premises. Except as otherwise expressly set forth in this Agreement, by closing this transaction, Purchaser hereby releases and agrees to hold harmless Sellers and Fleet Seller and waives any claims which Purchaser may now or hereafter have against Sellers or Fleet Seller relating to the physical condition of the Facilities or the Real Property Branch 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. (ci) Neither Sellers nor Fleet makes Within 30 days after the date hereof, Purchaser may contract, at its expense, for an initial environmental screening (which may be a phase one environmental report) of the Premises by an independent third party environmental engineer. Purchaser may and, in the event the initial screening indicates that a potential violation of Environmental Law may exist or that Hazardous Materials may be present on the Premises, shall undertake within an additional 30 days to engage an independent third party environmental engineer to conduct an additional review of the Premises and to complete a written report ("Environmental Report") at the sole expense of Purchaser. If the Environmental Report finds facts that a violation of Environmental Law exists on the Premises, Purchaser shall, within 20 days after receipt of the Environmental Report and written statement setting forth the violation of Environmental Law, notify Seller of the existence of such violation and provide Seller with a copy of the Environmental Report. In such event, Purchaser shall not be obligated to purchase the Premises as required herein and Purchaser may elect not to purchase such Premises by written notice sent to Seller within 10 Business Days after receipt by Seller of the Environmental Report. (ii) In the event that Purchaser elects not to purchase the Premises as provided hereinabove and further provided that the Environmental Law violation or its remediation does not preclude the effective use of the Premises, then (i) Purchaser shall still be obligated to purchase and assume the Deposit Liabilities in accordance with the Agreement; and (ii) Seller and Purchaser shall enter into a lease agreement for the Premises for a term commencing as of the close of business on the Closing Date and expiring on the earlier to occur of (x) the date that is 30 months after the Closing Date (which lease term can be extended for an additional three month term at the election of Purchaser), or (y) one month after such Environmental Law violation is removed of record, for a rental amount equal to $2,500 a month, triple net (which rental amount shall increase to $5,000 a month, triple net, if the term is extended by Purchaser for an additional three months). (iii) Purchaser shall have the right to terminate its lease of the Premises at any time after the first twelve months of the lease term upon not less than ninety (90) days notice. (iv) Purchaser shall promptly obtain a good faith estimate of the cost to remediate the Environmental Law violation and, if it notifies Seller that it will purchase the Premises, may proceed to implement such remediation at Seller's expense; provided, however, that Purchaser shall not commence any remediation until Seller shall have received a copy of, and approved (which approval shall not be unreasonably delayed or conditioned), Purchaser's remediation plan, and provided further that Seller's obligation to pay the expenses of such remediation shall in no event exceed $100,000 and that Purchaser shall be obligated to pay the expenses of such remediation in excess of $100,000. Seller shall indemnify and hold harmless Purchaser from and against any costs, claims or expenses relating to the Environmental Law violation as a result of Purchaser being a lessee of the Premises, which indemnification shall terminate if Purchaser elects to purchase the Premises. Purchaser shall keep Seller apprised of, and permit Seller (if Seller so chooses) to participate in, the remediation action undertaken by Purchaser. If Purchaser elects to remediate and purchase the Premises as set forth in this paragraph (iii), or if all of the Environmental Law violations are removed of record by Seller within two years after the Closing Date, then Seller shall sell to Purchaser and Purchaser shall purchase, such Premises. (v) Purchaser shall instruct the independent third party environmental engineer to provide both Purchaser and Seller with a copy of its Environmental Report, subject to the maintenance of the confidentiality of such Report. In the event that Seller does not receive the Environmental Report described above within 75 days of the date hereof, Purchaser agrees that it shall have no rights under this Section 6.13(c) and that Seller shall be released from any liability or obligation under this Section 6.13(c). (i) Within five (5) business days after the date hereof, Purchaser may contract, at its expense, for a survey of the Premises to be conducted by a licensed surveyor. In the event that the survey reveals an encroachment or other condition which could have a Material Adverse Effect on the continuing use or operation of the Premises as a bank branch by Purchaser (in a manner consistent with the current use and operation by Seller) subsequent to the Closing, Purchaser shall provide a copy of the survey and an explanation of the condition(s) of concern to Seller (the "Survey Report"). Seller shall, within 30 days after receipt that the Survey Report, notify Purchaser whether or not Seller agrees to remove the condition(s) described in the Survey Report to the reasonable satisfaction of Purchaser on or prior to the Closing Date. If Seller elects not to remove or cure such condition(s), then Purchaser may elect (A) not to purchase the Purchased Assets and to terminate this Agreement without further liability; or (B) to waive the condition(s) and purchase the Premises as contemplated by this Agreement; or (C) not purchase the Premises and proceed as provided in subparagraph (ii) below. Purchaser's election shall be by written notice sent to Seller within 10 Business Days after receipt of Seller's notice electing not to remove or cure such violation. (ii) In the event that Seller elects not to remove or cure such condition(s), or elects to but fails to do so, and Purchaser elects not to purchase the Premises but to proceed with the transaction as provided hereinabove, then Purchaser (i) shall purchase and assume the Deposit Liabilities in accordance with the Agreement and (ii) Seller and Purchaser shall enter into a lease agreement for the Premises for a term commencing as of the close of business on the Closing Date and expiring on the earlier to occur of (x) the date that is 30 months after the Closing Date (which lease term can be extended for an additional three month term at the election of Purchaser), or (y) one month after Seller removes, at its sole expense, such condition of record, for a rental amount equal to $2,500 a month, triple net (which rental amount shall increase to $5,000 a month, triple net, if the term is extended by Purchaser for an additional three months). (iii) Purchaser shall have the right to terminate its lease of the Premises at any time after the first twelve months of the lease term upon not less than ninety (90) days notice. (iv) If the offending condition(s) are removed of record by Seller within one year after the Closing Date, and provided that removal thereof does not result in the imposition of other conditions on the Premises that could have a Material Adverse Effect on the Premises or operation by Purchaser of the Purchased Assets, then Seller shall sell to Purchaser and Purchaser shall purchase, the Premises. (v) In the event that Purchaser does not contract for a Survey Report within five (5) business days of the date hereof, Purchaser agrees that it shall have no rights under this Section 6.13(d) and that Seller shall be released from any liability or obligation under this Section. (e) Seller does not make 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 Branch after the Transfer Date. (df) Except as specifically provided for in this Agreement, Sellers Seller disclaims and Fleet disclaim and make makes 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, agent, stockholder or other representative of any Seller, Fleet or their 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 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 Seller makes any no representations or warranties, express or implied, as to the physical condition of the Fixed Assets, all of which are being sold "or transferred and assigned “AS IS"”, "“WHERE IS"”, without recourse and with all faults faults, without any obligation on the part of Seller, at the Closing Date. (b) Neither Sellers nor Fleet Seller makes any no representations or warrantywarranties, express or implied, of any type or nature with respect to the physical condition of the Facilities Branches or Real Property which are being sold "or transferred and assigned “AS IS”, "“WHERE IS" ” without recourse and with all faults, without any obligation on the part of SellersSeller, at the Closing Date; provided, however, the Branches shall be in operable condition for their intended purpose except for the condition of the elevator in the Downtown Plattsburgh Branch located at 0 Xxxxxxxx Xxxxxx, Plattsburgh, New York which the parties agree, notwithstanding anything in this Agreement to the contrary, Seller shall not be required to repair or remedy such condition or pay for the costs to repair or remedy such condition. Except as otherwise expressly set forth in this Agreement, by closing this transaction, Purchaser and Parent hereby releases release and agrees agree to hold harmless Sellers Seller and Fleet its Affiliates and waives waive any claims which Purchaser and Parent may now or hereafter have against Sellers Seller, it’s Affiliates, officers, directors, employees or Fleet agents relating to the physical condition of the Facilities Branches or the Real Property from and after the Closing, including including, without limitation limitation, with respect to claims under Environmental Laws or with respect to the presence presence, release, or threat of a release of Hazardous Materials or any Environmental Condition, or with respect to claims under the ADA. (c) Neither Sellers nor Fleet Seller makes any no representations or warranties to Purchaser and/or Parent 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 Closing Date. (d) Except as specifically provided for in this Agreement, Sellers Seller expressly disclaims and Fleet disclaim and make makes 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, collectibilitycollectability, documentation or freedom from Liens (in whole or in part) and disclaim disclaims 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 and/or Parent in connection with the transactions contemplated hereby (including including, without limitation, any opinion, information, projection, statement or advice contained in the Offering Memorandum or which may have been provided to Purchaser and/or Parent by any employee, officer, agent, stockholder or other representative of any Seller, Fleet Seller or their its Affiliates in connection with the transactions contemplated hereby).