Limited Nature of Representations. The Purchaser acknowledges that neither the Seller nor any of the Seller's Affiliates, nor any of their agents or representatives, nor Broker has made any representations or held out any inducements to the Purchaser other than those specifically set forth in this Agreement. The Purchaser acknowledges that the Seller, pursuant to the terms of this Agreement, has afforded the Purchaser the opportunity for full and complete investigations, examinations and inspections of the Property and all Property Information. The Purchaser acknowledges and agrees that (i) the Property Information delivered or made available to the Purchaser and the Purchaser's Representatives by the Seller or the Seller's Affiliates, or any of their agents or representatives may have been prepared by third parties and may not be the work product of the Seller and/or any of the Seller's Affiliates; (ii) neither the Seller nor any of the Seller's Affiliates has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, the Property Information; (iii) the Purchaser is relying solely on its own investigations, examinations and inspections of the Property and those of the Purchaser's Representatives and is not relying in any way on the Property Information furnished by the Seller or any of the Seller's Affiliates, or any of their agents or representatives; and (iv) except as otherwise expressly set forth herein, the Seller expressly disclaims any representations or warranties with respect to the accuracy or completeness of the Property Information, and the Purchaser releases the Seller and the Seller's Affiliates, and their agents and representatives, from any and all liability with respect thereto. The Purchaser or anyone claiming by, through or under the Purchaser, hereby fully and irrevocably releases the Seller and the Seller's Affiliates from any and all claims that it may now have or hereafter acquire against any of the Seller or the Seller's Affiliates for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to the presence of environmentally hazardous, toxic or dangerous substances, or any other conditions (whether patent, latent or otherwise) affecting the Property, except for (i) claims against the Seller based upon any obligations and liabilities of the Seller expressly provided in this Agreement or any other document to be executed and delivered by the Seller pursuant to Section 8 hereof, and (ii) claims based upon the fraudulent actions (or failure to act) of the Seller. The provisions of this Section 6 shall survive the Closing.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Witter Dean Realty Income Partnership Iv L P), Purchase and Sale Agreement (Witter Dean Realty Income Partnership I Lp), Purchase and Sale Agreement (Witter Dean Realty Income Partnership Ii Lp)
Limited Nature of Representations. The Purchaser acknowledges that neither the Seller nor any of the Seller's Affiliates, nor any of their agents or representatives, nor Broker has made any representations or held out any inducements to the Purchaser other than those specifically set forth in this Agreement. The Purchaser acknowledges that the Seller, pursuant to the terms of this Agreement, has afforded the Purchaser the opportunity for full and complete investigations, examinations and inspections of the Property Property, the Buildings, the Acquired Partnership and all Property Information. The Purchaser acknowledges and agrees that (i) the Property Information delivered or made available to the Purchaser and the Purchaser's Representatives by the Seller or the Seller's Affiliates, or any of their agents or representatives may have been prepared by third parties and may not be the work product of the Seller and/or any of the Seller's Affiliates; (ii) neither the Seller nor any of the Seller's Affiliates has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, the Property Information; (iii) the Purchaser is relying solely on its own investigations, examinations and inspections of the Property Property, the Buildings and the Acquired Partnership and those of the Purchaser's Representatives and is are not relying in any way on the Property Information furnished by the Seller or any of the Seller's Affiliates, or any of their agents or representatives; and (iv) except as otherwise expressly set forth herein, the Seller expressly disclaims any representations or warranties with respect to the accuracy or completeness of the Property Information, and the Purchaser releases the Seller and the Seller's Affiliates, and their agents and representatives, from any and all liability with respect thereto. The Purchaser or anyone claiming by, through or under the Purchaser, hereby fully and irrevocably releases the Seller and the Seller's Affiliates from any and all claims that it or any person claiming by, through or under Purchaser, including, without limitation, Purchaser's Nominee (provided this Agreement is assigned in accordance with Section 19 hereof) may now have or hereafter acquire against any of the Seller or the Seller's Affiliates for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to the presence of environmentally hazardous, toxic or dangerous substances, or any other conditions (whether patent, latent or otherwise) affecting the Property, the Buildings and the Acquired Partnership, except for (i) claims against the Seller based upon any obligations and liabilities of the Seller expressly provided in this Agreement or any other document to be executed and delivered by the Seller pursuant to Section 8 hereof, and (ii) claims based upon the fraudulent actions (or failure to act) of the Seller. The provisions of this Section 6 shall survive the Closing.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Dean Witter Realty Yield Plus Ii Lp), Purchase and Sale Agreement (Dean Witter Realty Yield Plus L P)
Limited Nature of Representations. The Purchaser acknowledges that neither the Seller nor any of the Seller's Affiliates, nor any of their agents or representatives, nor Broker representatives has made any representations or held out any inducements to the Purchaser other than those specifically set forth in this Agreement. The Purchaser acknowledges that the Seller, pursuant to the terms of this Agreement, has afforded the Purchaser the opportunity for full and complete investigations, examinations and inspections of the Property and all Property Information. The Purchaser acknowledges and agrees that (i) the Property Information delivered or made available to the Purchaser and the Purchaser's Representatives by the Seller or the Seller's Affiliates, or any of their agents or representatives may have been prepared by third parties and may not be the work product of the Seller and/or any of the Seller's Affiliates; (ii) neither the Seller nor any of the Seller's Affiliates has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, the Property Information; (iii) the Purchaser is relying solely on its own investigations, examinations and inspections of the Property and those of the Purchaser's Representatives and is not relying in any way on the Property Information furnished by the Seller or any of the Seller's Affiliates, or any of their agents or representatives; and (iv) except as otherwise expressly set forth herein, the Seller expressly disclaims any representations or warranties with respect to the accuracy or completeness of the Property Information, and the Purchaser releases the Seller and the Seller's Affiliates, and their agents and representatives, from any and all liability with respect thereto. The Purchaser or anyone claiming by, through or under the Purchaser, hereby fully and irrevocably releases the Seller and the Seller's Affiliates from any and all claims that it may now have or hereafter acquire against any of the Seller or the Seller's Affiliates for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to the presence of environmentally hazardous, toxic or dangerous substances, or any other conditions (whether patent, latent or otherwise) affecting the Property, except for (i) claims against the Seller based upon any obligations and liabilities of the Seller expressly provided in this Agreement or any other document to be executed and delivered by the Seller pursuant to Section 8 hereof, and (ii) claims based upon the fraudulent actions (or failure to act) of the Seller. The provisions of this Section 6 shall survive the Closing.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Dean Witter Realty Income Partnership Iii Lp), Purchase and Sale Agreement (Witter Dean Realty Income Partnership Iv L P)
Limited Nature of Representations. The Purchaser acknowledges that neither the Seller nor any of the Seller's Affiliates, nor any of their agents or representatives, nor Broker has made any representations or held out any inducements to the Purchaser other than those specifically set forth in this AgreementSection 6 and Section 11. The Purchaser acknowledges that the Seller, pursuant to the terms of this Agreement, has afforded the Purchaser the opportunity for full and complete investigations, examinations and inspections of the Property and all Property Information. The Purchaser acknowledges and agrees that (i) the Property Information delivered or made available to the Purchaser and the Purchaser's Representatives by the Seller or the Seller's Affiliates, or any of their agents or representatives may have been prepared by third parties and may not be the work product of the Seller and/or any of the Seller's Affiliates; (ii) neither the Seller nor any of the Seller's Affiliates has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, the Property Information; (iii) the Purchaser is relying solely on its own investigations, examinations and inspections of the Property and those of the Purchaser's Representatives and is not relying in any way on the Property Information furnished by the Seller or any of the Seller's Affiliates, or any of their agents or representatives; and (iv) except as otherwise expressly set forth herein, the Seller expressly disclaims any representations or warranties with respect to the accuracy or completeness of the Property Information, and the Purchaser releases the Seller and the Seller's Affiliates, and their agents and representatives, from any and all liability with respect thereto. The Purchaser or anyone claiming by, through or under the Purchaser, hereby fully and irrevocably releases the Seller and the Seller's Affiliates from any and all claims that it may now have or hereafter acquire against any of the Seller or the Seller's Affiliates for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to the presence of environmentally hazardous, toxic or dangerous substances, or any other conditions (whether patent, latent or otherwise) affecting the Property, except for (i) claims against the Seller based upon any obligations and liabilities of the Seller expressly provided in this Agreement or any other document to be executed and delivered by the Seller pursuant to Section 8 hereof, and (ii) claims based upon the fraudulent actions (or failure to act) of the SellerAgreement. The provisions of this Section 6 shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Witter Dean Realty Income Partnership I Lp)
Limited Nature of Representations. The Purchaser This Agreement, as written, contains all the terms of the agreement entered into between the parties as of the date hereof, and the Optionee acknowledges that neither the Seller Optionor nor any of the Seller's AffiliatesOptionor’s affiliates, nor any of their agents or representatives, nor Broker Optionor’s broker has made any representations or held out any inducements to the Purchaser Optionee, and the Optionor hereby specifically disclaims any representation or warranty, oral or written, past, present or future, express or implied, other than those specifically set forth in this Section 7, or elsewhere in this Agreement or any of the Conveyance Documents, and that subject only to those express representations, warranties, covenants and obligations of Optionor in this Agreement. , the Property is being sold “as is” “where is” and “with all faults.” The Purchaser Optionee acknowledges that the SellerOptionor, pursuant to the terms of this Agreement, has afforded or will afford the Purchaser Optionee the opportunity for full and complete investigations, examinations and inspections of the Property and all Property InformationProperty. The Purchaser Optionee acknowledges and agrees that that, subject to the representations and warranties set forth elsewhere in this Agreement or the Conveyance Documents, (i) some or all of the information relating to the Property Information (any and all such information, the “Property Information”) delivered or made available to the Purchaser Optionee and the Purchaser's Representatives Optionee’s representatives by the Seller Optionor or the Seller's Affiliates, Optionor’s affiliates (or any of their agents or representatives representatives), may have been prepared by third parties and may not be the work product of the Seller Optionor and/or any of the Seller's AffiliatesOptionor’s affiliates; (ii) neither the Seller Optionor nor any of the Seller's Affiliates Optionor’s affiliates has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, the any Property InformationInformation prepared by unaffiliated third parties; (iii) the Purchaser Optionee is relying solely on its own investigations, examinations and inspections of the Property and those of the Purchaser's Representatives Optionee’s representatives and is not relying in any way on the Property Information furnished by representations, warranties, covenants and obligations of Optionor contained herein and in the Seller or any of the Seller's Affiliates, or any of their agents or representativesConveyance Documents; and (iv) except as otherwise expressly set forth herein, the Seller Optionor expressly disclaims any representations or warranties with respect to the accuracy or completeness of the Property InformationInformation prepared by unaffiliated third parties, and, subject to the representations, warranties, covenants and obligations set forth in this Agreement and the Purchaser Conveyance Documents, the Optionee releases the Seller Optionor and the Seller's Affiliates, and their agents and representativesOptionor’s affiliates, from any and all liability with respect theretoto the Property Information subject to such representations, warranties, covenants and obligations. The Purchaser Optionee or anyone claiming by, through or under the PurchaserOptionee, hereby fully and irrevocably releases the Seller Optionor and the Seller's Affiliates Optionor’s Affiliates, from any and all claims that it may now have or hereafter acquire against any of the Seller Optionor or the Seller's Affiliates Optionor’s affiliates, for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to the presence of environmentally hazardous, toxic or dangerous substances, or any other conditions (whether patent, latent or otherwise) affecting the Property, except for (i) claims against the Seller Optionor based upon any obligations and liabilities of the Seller Optionor expressly provided in this Agreement or any other document and the documents to be executed and delivered by to the Seller Optionee pursuant to Section 8 hereof, Sections 5(a) and (iib) claims based upon (collectively, the fraudulent actions (or failure to act) of the Seller. The provisions of this Section 6 shall survive the Closing“Conveyance Documents”).
Appears in 1 contract
Samples: Option Agreement (Gsi Commerce Inc)
Limited Nature of Representations. The This Agreement, as written, contains all the terms of the agreement entered into between the parties as of the date hereof, and the Purchaser acknowledges that neither the Seller nor any of the Seller's Affiliates, nor any of their agents or representatives, nor Broker has made any representations or held out any inducements to the Purchaser Purchaser, and the Seller hereby specifically disclaims any representation, oral or written, past, present or future, other than those specifically set forth in this AgreementSection 6, Section 12 or elsewhere in this Agreement or the Conveyance Documents. The Purchaser acknowledges that the Seller, pursuant to the terms of this Agreement, has afforded the Purchaser the opportunity for full and complete investigations, examinations and inspections of the Property and all Property Information. The Purchaser acknowledges and agrees that that, subject to the representations and warranties set forth elsewhere in this Agreement or the Conveyance Documents, (i) the Property Information delivered or made available to the Purchaser and the Purchaser's Representatives by the Seller or the Seller's Affiliates, or any of their agents or representatives may have been prepared by third parties and may not be the work product of the Seller and/or any of the Seller's Affiliates; (ii) neither the Seller nor any of the Seller's Affiliates has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, the any Property InformationInformation prepared by third parties; (iii) the Purchaser is relying solely on its own investigations, examinations and inspections of the Property and those of the Purchaser's Representatives and on the representations and warranties of Seller contained herein and in the Conveyance Documents and is not relying in any way on the Property Information furnished by the Seller or any of the Seller's Affiliates, or any of their agents or representatives; and (iv) except as otherwise expressly set forth herein, the Seller expressly disclaims any representations or warranties with respect to the accuracy or completeness of the Property Information, and, subject to the representations and warranties set forth in this Agreement and the Conveyance Documents, the Purchaser releases the Seller and the Seller's Affiliates, and their agents and representatives, from any and all liability with respect theretoto the Property Information subject to such representations and warranties. The Purchaser or anyone claiming by, through or under the Purchaser, hereby fully and irrevocably releases the Seller and the Seller's Affiliates Affiliates, and their agents and representatives, from any and all claims that it may now have or hereafter acquire against any of the Seller or the Seller's Affiliates Affiliates, or their agents or representatives for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to the presence of environmentally hazardous, toxic or dangerous substances, or any other conditions (whether patent, latent or otherwise) affecting the Property, except for (i) claims against the Seller based upon any obligations and liabilities of the Seller expressly provided in this Agreement or and the documents to be delivered to the Purchaser pursuant to Sections 8(a), 8(b), 8(c), 8(d), 8(f), 8(i) (to the extent that such deliveries under Section 8(i) consist of Landlord Estoppel Certificates), 8(n), 8(o) and any other document to be executed and documents delivered at the Closing that by their terms contain provisions that survive the Seller pursuant to Section 8 hereofClosing (collectively, and (ii) claims based upon the fraudulent actions (or failure to act) of the Seller"Conveyance Documents"). The provisions of this Section 6 shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Dean Witter Realty Yield Plus L P)
Limited Nature of Representations. The Purchaser acknowledges that neither the Seller nor any of the Seller's Affiliates, nor any of their agents or representatives, nor Broker has made any representations or held out any inducements to the Purchaser other than those specifically set forth in this AgreementSection 6 and Section 11. The Purchaser acknowledges that the Seller, pursuant to the terms of this Agreement, has afforded or will afford the Purchaser the opportunity for full and complete investigations, examinations and inspections of the Property and all Property Information. The Purchaser acknowledges and agrees that (i) the Property Information delivered or made available to the Purchaser and the Purchaser's Representatives by the Seller or the Seller's Affiliates, or any of their agents or representatives may have been prepared by third parties and may not be the work product of the Seller and/or any of the Seller's Affiliates; (ii) neither the Seller nor any of the Seller's Affiliates has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, the Property Information; (iii) the Purchaser is relying solely on its own investigations, examinations and inspections of the Property and those of the Purchaser's Representatives and is not relying in any way on the Property Information furnished by the Seller or any of the Seller's Affiliates, or any of their agents or representatives, except to the extent of any representations or warranties expressly set forth in Section 6(a)-(h) of this Agreement specifically with regard to such Property Information; and (iv) except as otherwise may be expressly set forth hereinin Section 6(a)-(h) of this Agreement specifically with regard to such Property Information, the Seller expressly disclaims any representations or warranties with respect to the accuracy or completeness of the Property Information, and the Purchaser releases the Seller and the Seller's Affiliates, and 20 their agents and representatives, from any and all liability with respect thereto. The Purchaser or anyone claiming by, through or under the Purchaser, hereby fully and irrevocably releases the Seller and the Seller's Affiliates from any and all claims that it may now have or hereafter acquire against any of the Seller or the Seller's Affiliates for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to the presence of environmentally hazardous, toxic or dangerous substances, or any other conditions (whether patent, latent or otherwise) affecting the Property, except for (i) claims against the Seller based upon any obligations and liabilities of the Seller expressly provided in this Agreement or any other document to be executed and delivered by the Seller pursuant to Section 8 hereof, and (ii) claims based upon the fraudulent actions (or failure to act) of the SellerAgreement. The provisions of this Section 6 shall survive the Closing.
Appears in 1 contract
Limited Nature of Representations. The Purchaser acknowledges that neither the Seller nor any of the Seller's Affiliates, nor any of their agents or representatives, nor Broker has made any representations or held out any inducements to the Purchaser other than those specifically set forth in this AgreementSection 6 and Section 11. The Purchaser acknowledges that the Seller, pursuant to the terms of this Agreement, has afforded the Purchaser the opportunity for full and complete investigations, examinations and inspections of the Property and all Property Information. The Purchaser acknowledges and agrees that (i) the Property Information delivered or made available to the Purchaser and the Purchaser's Representatives by the Seller or the Seller's Affiliates, or any of their agents or representatives may have been prepared by third parties and may not be the work product of the Seller and/or any of the Seller's Affiliates; (ii) neither the Seller nor any of the Seller's Affiliates has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, the Property Information; (iii) the Purchaser is relying solely on its own investigations, examinations and inspections of the Property and those of the Purchaser's Representatives and is not relying in any way on the Property Information furnished by the Seller or any of the Seller's Affiliates, or any of their agents or representatives; and (iviii) except as otherwise expressly set forth herein, herein the Seller expressly disclaims any representations or warranties with respect to the accuracy or completeness of the Property InformationInformation furnished by Seller or Seller's Affiliates or their agents and/or representatives, and the Purchaser releases the Seller and the Seller's Affiliates, and their agents and representatives, from any and all liability with respect thereto. The Purchaser or anyone claiming by, through or under the Purchaser, hereby fully and irrevocably releases the Seller and the Seller's Affiliates from any and all claims that it may now have or hereafter acquire against any of the Seller or the Seller's Affiliates for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to the presence of environmentally hazardous, toxic or dangerous substances, or any other conditions (whether patent, latent or otherwise) affecting the Property, except for (i) claims against the Seller based upon any obligations and liabilities of the Seller expressly provided in this Agreement or any other document to be executed and delivered by the Seller pursuant to Section 8 hereof, and (ii) claims based upon the fraudulent actions (or failure to act) of the SellerAgreement. The provisions of this Section 6 shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Dean Witter Realty Yield Plus Ii Lp)
Limited Nature of Representations. The Purchaser acknowledges that neither the Seller nor any of the Seller's Affiliates, nor any of their agents or representatives, nor Broker has made any representations or held out any inducements to the Purchaser other than those specifically set forth in this Agreement. The As of the Closing (and not as of the date hereof), the Purchaser acknowledges that the Seller, pursuant to the terms of this Agreement, has afforded the Purchaser the opportunity for full and complete investigations, examinations and inspections of the Property and all Property Information. The Purchaser acknowledges and agrees that (i) the Property Information delivered or made available to the Purchaser and the Purchaser's Representatives by the Seller or the Seller's Affiliates, or any of their agents or representatives may have been prepared by third parties and may not be the work product of the Seller and/or any of the Seller's Affiliates; (ii) neither the Seller nor any of the Seller's Affiliates has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, the Property Information; (iii) the Purchaser is relying solely on its own investigations, examinations and inspections of the Property and those of the Purchaser's Representatives and is not relying in any way on the Property Information furnished by the Seller or any of the Seller's Affiliates, or any of their agents or representatives; and (iv) except as otherwise expressly set forth herein, the Seller expressly disclaims any representations or warranties with respect to the accuracy or completeness of the Property Information, and the Purchaser releases the Seller and the Seller's Affiliates, and their agents and representatives, from any and all liability with respect thereto. The Purchaser or anyone claiming by, through or under the Purchaser, hereby fully and irrevocably releases the Seller and the Seller's Affiliates from any and all claims that it may now have or hereafter acquire against any of the Seller or the Seller's Affiliates for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to the presence of environmentally hazardous, toxic or dangerous substances, or any other conditions (whether patent, latent or otherwise) affecting the Property, except for (i) claims against the Seller based upon any obligations and liabilities of the Seller expressly provided in this Agreement Agreement. Nothing in this Section 6.3 shall diminish the representations or any other document to be executed and delivered by warranties of the Seller pursuant to set forth in this Section 8 hereof, and (ii) claims based upon the fraudulent actions (or failure to act) of the Seller6. The provisions of this Section 6 shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Dean Witter Realty Yield Plus L P)
Limited Nature of Representations. The This Contract, as written, contains all the terms of the agreement entered into between the parties as of the date hereof, and the Purchaser acknowledges that neither the Seller nor any of the Seller's Affiliates’s affiliates, nor any of their agents or representatives, nor Broker Seller’s broker has made any representations or held out any inducements to the Purchaser Purchaser, and the Seller hereby specifically disclaims any representation or warranty, oral or written, past, present or future, express or implied, other than those specifically set forth in this Agreement. Section 5, or elsewhere in this Contract or any of the Conveyance Documents (as hereinafter defined), and that subject only to those express representations and warranties, and the terms and provisions of this Contract, the Property is being sold “as is” “where is” and “with all faults.” The Purchaser acknowledges that the Seller, pursuant to the terms of this Agreement, has afforded or will afford the Purchaser the opportunity for full and complete investigations, examinations and inspections of the Property and all Property Informationproperty information. The Purchaser acknowledges and agrees that that, subject to the representations and warranties set forth elsewhere in this Agreement or the Conveyance Documents, (i) some or all of the information relating to the Property Information (any and all such information, the “Property Information”) delivered or made available to the Purchaser and the Purchaser's Representatives ’s representatives by the Seller or the Seller's Affiliates’s affiliates, or any of their agents or representatives may have been prepared by third parties and may not be the work product of the Seller and/or any of the Seller's Affiliates’s affiliates; (ii) neither the Seller nor any of the Seller's Affiliates ’s affiliates has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, the any Property InformationInformation prepared by unaffiliated third parties; (iii) the Purchaser is relying solely on its own investigations, examinations and inspections of the Property and those of the Purchaser's Representatives ’s representatives and is not relying in any way on the Property Information furnished by representations and warranties of Seller contained herein and in the Seller or any of the Seller's Affiliates, or any of their agents or representativesConveyance Documents; and (iv) except as otherwise expressly set forth herein, the Seller expressly disclaims any representations or warranties with respect to the accuracy or completeness of the Property InformationInformation prepared by unaffiliated third parties, and, subject to the representations, warranties, covenants and obligations set forth in this Contract and the Conveyance Documents, the Purchaser releases the Seller and the Seller's Affiliates’s affiliates, and their agents and representatives, from any and all liability with respect theretoto the Property Information subject to such representations, warranties, covenants and obligations. The Purchaser or anyone claiming by, through or under the Purchaser, hereby fully and irrevocably releases the Seller and the Seller's Affiliates ’s Affiliates, from any and all claims that it may now have or hereafter acquire against any of the Seller or the Seller's Affiliates ’s Affiliates, for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to the presence of environmentally hazardous, toxic or dangerous substances, or any other conditions (whether patent, latent or otherwise) affecting the Property, except for (i) claims against the Seller based upon any obligations and liabilities of the Seller expressly provided in this Agreement or any other document Contract and the documents to be executed and delivered by to the Seller Purchaser pursuant to Section 8 hereof, Sections 8.3(a)(i),(ii)(iii) and (iixiii) claims based upon (collectively, the fraudulent actions (or failure to act) of the Seller. The provisions of this Section 6 shall survive the Closing“Conveyance Documents”).
Appears in 1 contract
Samples: Contract of Sale (Gsi Commerce Inc)
Limited Nature of Representations. The Purchaser acknowledges that neither the Seller nor any of the Seller's Affiliates, nor any of their agents or representatives, nor Broker has made any representations or held out any inducements to the Purchaser other than those specifically set forth in this AgreementSection 6 and Section 12. The Purchaser acknowledges that the Seller, pursuant to the terms of this Agreement, has afforded the Purchaser the opportunity for full and complete investigations, examinations and inspections of the Property and all Property Information. The Purchaser acknowledges and agrees that that, except as otherwise expressly provided in this Section 6 and Section 12, (i) the Property Information delivered or made available to the Purchaser and the Purchaser's Representatives by the Seller or the Seller's Affiliates, or any of their agents or representatives may have been prepared by third parties and may not be the work product of the Seller and/or any of the Seller's Affiliates; (ii) neither the Seller nor any of the Seller's Affiliates has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, the Property Information; (iii) the Purchaser is relying solely on its own investigations, examinations and inspections of the Property and those of the Purchaser's Representatives and is not relying in any way on the Property Information furnished by the Seller or any of the Seller's Affiliates, or any of their agents or representatives; and (iv) except as otherwise expressly set forth herein, the Seller expressly disclaims any representations or warranties with respect to the accuracy or completeness of the Property Information, and the Purchaser releases the Seller and the Seller's Affiliates, and their agents and representatives, from any and all liability with respect thereto. The Purchaser or anyone claiming by, through or under the Purchaser, hereby fully and irrevocably releases the Seller and the Seller's Affiliates from any and all claims that it may now have or hereafter acquire against any of the Seller or the Seller's Affiliates for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to the presence of environmentally hazardous, toxic or dangerous substances, or any other conditions (whether patent, latent or otherwise) affecting the Property, except for (i) claims against the Seller based upon any obligations and liabilities of the Seller expressly provided in this Agreement or any other document to be executed and delivered by the Seller pursuant to Section 8 hereof, and (ii) claims based upon the fraudulent actions (or failure to act) of the SellerAgreement. The provisions of this Section 6 shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Witter Dean Realty Income Partnership Ii Lp)