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 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 hereof, or the date Seller prohibits Purchaser from conducting a Phase II test, or the date on which any Phase II environmental report evidences any violation of any Environmental Law with respect to any Real Property. If Purchaser fails to terminate this Agreement within such period, then Purchaser shall be deemed to have waived all environmental conditions with respect to the Real Property. (ii) Purchaser shall instruct the independent third party environmental engineer to provide both Purchaser and Seller with a copy of its environmental reports, subject to the maintenance of the confidentiality of such reports. In the event that Seller does not receive the reports described above within five (5) days of the date of such environmental report, Purchaser agrees that it shall have no rights under this Section 5.13(c) and that Seller shall be released from any liability or obligation under this Section 5.13(c). (d) Seller makes no representations or warranties to Purchaser as to whether, or the length of time during which, any accounts relating to Deposit Account Liabilities will be maintained by the owners of such Deposit Account Liabilities at the Branch after the Transfer Date. (e) Except as specifically provided for in this Agreement, Seller disclaims and makes no representations or warranties whatsoever with respect to the Property, Bank Employees, 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.

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. Notwithstanding the foregoing, Seller represents and warrants that it has no Knowledge and has no reason to know 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. (c) (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 's prior written approval, which approval may be withheld by Seller in its sole and absolute discretion. If Purchaser’s 's Phase I environmental report recommends a Phase II or other further testing, Purchaser shall provide Seller with a copy of such report(s) testing 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 hereof, or the date Seller prohibits Purchaser from conducting of Purchaser's request to perform such a Phase II testor other further testing, or time being of the date on which any Phase II environmental report evidences any violation of any Environmental Law with respect to any Real Propertyessence hereto. If Purchaser fails to terminate this Agreement within such latter thirty (30) day period, then Purchaser shall be deemed to have waived all environmental conditions with respect to the Real Property. (ii) Purchaser shall instruct the independent third party environmental engineer to provide both Purchaser and Seller with a copy of its environmental reports, subject to the maintenance of the confidentiality of such reports. In the event that Seller does not receive the reports described above within five (5) days of the date of such environmental report, Purchaser agrees that it shall have no rights under this Section 5.13(c) and that Seller shall be released from any liability or obligation under this Section 5.13(c). (d) Seller makes no representations or warranties to Purchaser as to whether, or the length of time during which, any accounts relating to Deposit Account Liabilities will be maintained by the owners of such Deposit Account Liabilities at the Branch after the Transfer Date. (e) Except as specifically provided for in this Agreement, Seller disclaims and makes no representations or warranties whatsoever with respect to the Property, Bank Employees, 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.

Limitations on and Disclaimer of Representations and Warranties and Purchaser’s Release in Connection Therewith. Except as otherwise addressed in this Article 5V, 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 Real Property and the Improvements and the Real Property and Improvements 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 PropertyReal Property or Improvements. 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 Real Property or the Improvements from and after the Closing, excluding however, any and all liability for including without limitation with respect to 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 PropertyMaterials. (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) testing 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 hereof, or time being of the date Seller prohibits Purchaser from conducting a Phase II test, or the date on which any Phase II environmental report evidences any violation of any Environmental Law with respect to any Real Propertyessence hereto. If Purchaser fails to terminate this Agreement within such thirty (30) day period, then Purchaser shall be deemed to have waived all environmental conditions with respect to the Real Property. (ii) Purchaser shall instruct the independent third party environmental engineer to provide both Purchaser and Seller with a copy of its environmental reports, subject to the maintenance of the confidentiality of such reports. In the event that Seller does not receive the reports described above within forty-five (545) days of the date of such environmental reporthereof, Purchaser agrees that it shall have no rights under this Section 5.13(c) and that Seller shall be released from any liability or obligation under this Section 5.13(c). (iii) All inspections shall be done during normal business hours, in a manner so as to minimize disruption to Seller and tenants or occupants of the Property, and, at Seller’s option, in the presence of Seller or any agent or employee of Seller. The Property shall be restored by Purchaser to substantially the same condition as they were prior to Purchaser’s inspection. All tests or investigations performed by or on behalf of Purchaser will be performed in a good and workmanlike manner and in compliance with all applicable laws. Purchaser or its contractors will maintain (and deliver to Sellers, certificates of,) general liability insurance with coverage of at least $1,000,000.00, naming Sellers as additional insured, prior to entering the Premises to conduct any inspection or investigation. Purchaser shall indemnify, defend and hold harmless Seller and its agents and employees from any liability, costs, expenses and the like (including without limitation, attorneys’ fees) which may arise in connection with such inspections. The obligations and indemnities set forth in the foregoing sentence shall survive the expiration or termination of this Agreement or the Closing. (d) Seller makes no representations or warranties to Purchaser as to whether, or the length of time during which, any accounts relating to Deposit Account Liabilities will be maintained by the owners of such Deposit Account Liabilities at the Branch after the Transfer Date. (e) Except as specifically provided for in this Agreement, Seller disclaims disclaim and makes make no representations or warranties whatsoever with respect to the Property, Bank Employees, 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 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.