Common use of No Representation or Warranty by Seller Clause in Contracts

No Representation or Warranty by Seller. Purchaser acknowledges that, except for the representations and warranties by Seller expressly set forth in this Agreement and any document executed by Seller and delivered to Purchaser at Closing (collectively, the “Seller Undertakings”), Seller has not made and does not make any warranty or representation regarding the truth, accuracy or completeness of the Property Documents or the source(s) thereof. Purchaser further acknowledges that some if not all of the Property Documents were prepared by third parties other than Seller. Subject to the Seller Undertakings, Seller expressly disclaims any and all liability for representations or warranties, express or implied, statements of fact and other matters contained in such information, or for omissions from the Property Documents, or in any other written or oral communications transmitted or made available to Purchaser. Subject to the Seller Undertakings, Purchaser shall rely solely upon its own investigation with respect to the Property, including, without limitation, the Property’s physical, environmental or economic condition, compliance or lack of compliance with any ordinance, order, permit or regulation or any other attribute or matter relating thereto. Subject to the Seller Undertakings, Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Documents and are providing the Property Documents solely as an accommodation to Purchaser.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Tuesday Morning Corp/De), Purchase and Sale Agreement (Tuesday Morning Corp/De), Purchase and Sale Agreement

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No Representation or Warranty by Seller. Purchaser acknowledges that, except for the representations and warranties by Seller as expressly set forth in this Agreement and any document executed by Seller and delivered to Purchaser at Closing (collectively, the “Seller Undertakings”)Agreement, Seller has not made and does not make any warranty or representation regarding the truth, accuracy or completeness of the Property Documents or the source(s) thereof. Purchaser further acknowledges that (a) Seller obtained title to the Property by foreclosure or deed in lieu of foreclosure and Seller’s files with regard to the Property may be incomplete and (b) some if not all of the Property Documents were prepared by third parties other than Seller. Subject to the Seller Undertakings, Seller expressly disclaims any and all liability for representations or warranties, express or implied, statements of fact and other matters contained in such information, or for omissions from the Property Documents, or in any other written or oral communications transmitted or made available to Purchaser. Subject to the Seller Undertakings, Purchaser shall rely solely upon its own investigation with respect to the Property, including, without limitation, the Property’s physical, environmental or economic condition, compliance or lack of compliance with any ordinance, order, permit or regulation or any other attribute or matter relating thereto. Subject to the Seller Undertakings, Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Documents and are is providing the Property Documents solely as an accommodation to Purchaser.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Lighting Science Group Corp), Purchase and Sale Agreement (NTS Realty Holdings Lp)

No Representation or Warranty by Seller. Purchaser acknowledges that, except for the representations and warranties by Seller as expressly set forth in this Agreement and any document executed by Seller and delivered to Purchaser at Closing (collectively, the “Seller Undertakings”)Agreement, Seller has not made and does not make any warranty or representation regarding the truth, accuracy or completeness of the Property Documents Documents, the Updated Property Information or the source(s) thereof. Purchaser further acknowledges that some if not all of the Property Documents and Updated Property Information were prepared by third parties other than Seller, AFE and the Subsidiaries. Subject to Except as expressly set forth in this Agreement or in any of the Seller Undertakingsdocuments delivered at the Closing, (a) Seller expressly disclaims any and all liability for representations or warranties, express or implied, statements of fact and other matters contained in such information, or for omissions from the Property DocumentsDocuments or Updated Property Information, or in any other written or oral communications transmitted or made available to Purchaser. Subject to the Seller Undertakings, (b) Purchaser shall rely solely upon its own investigation with respect to the PropertyMembership Interests, the Real Property and the Improvements, including, without limitation, the Property’s their physical, environmental or economic condition, compliance or lack of compliance with any ordinance, order, permit or regulation or any other attribute or matter relating thereto. Subject to , and (c) Seller, AFE and the Seller Undertakings, Seller has Subsidiaries have not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Documents and Updated Property Information and are providing the Property Documents and Updated Property Information solely as an accommodation to Purchaser.

Appears in 2 contracts

Samples: Member Interest Purchase and Sale Agreement (Dividend Capital Total Realty Trust Inc.), Member Interest Purchase and Sale Agreement (Istar Financial Inc)

No Representation or Warranty by Seller. Purchaser acknowledges that, except for the representations and warranties by Seller as expressly set forth in this Agreement and any document executed by Seller and delivered to Purchaser at Closing (collectively, the “Seller Undertakings”)Agreement, Seller has not made and does not make any warranty or representation regarding the truth, accuracy or completeness of the Property Documents Documents, the Updated Property Information or the source(s) thereof. Purchaser further acknowledges that some if not all of the Property Documents and Updated Property Information were prepared by third parties other than Seller. Subject to Except as expressly set forth in this Agreement or in any of the Seller Undertakingsdocuments delivered at the Closing, (a) Seller expressly disclaims any and all liability for representations or warranties, express or implied, statements of fact and other matters contained in such information, or for omissions from the Property DocumentsDocuments or Updated Property Information, or in any other written or oral communications transmitted or made available to Purchaser. Subject to the Seller Undertakings, (b) Purchaser shall rely solely upon its own investigation with respect to the Property, including, without limitation, the Property’s physical, environmental or economic condition, compliance or lack of compliance with any ordinance, order, permit or regulation or any other attribute or matter relating thereto. Subject to the Seller Undertakings, and (c) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Documents and are Updated Property Information and is providing the Property Documents and Updated Property Information solely as an accommodation to Purchaser.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Dividend Capital Total Realty Trust Inc.), Purchase and Sale Agreement (Istar Financial Inc)

No Representation or Warranty by Seller. Purchaser Buyer acknowledges that, except for the representations and warranties by Seller as expressly set forth in this Agreement and Agreement, neither Seller nor any document executed by Seller and delivered to Purchaser at Closing of Seller’s employees, partners, officers, members, directors, shareholders, bankers, attorneys, consultants or agents (collectively, the “Seller UndertakingsParties), Seller ) has not made and does not make nor makes any warranty or representation regarding the truth, accuracy or completeness of the Property Documents or the source(s) thereof. Purchaser Buyer further acknowledges that some if not all of the Property Documents were prepared by third parties other than Seller. Subject to the Seller Undertakings, Seller expressly disclaims any and all liability for representations or warranties, express or implied, statements of fact and other matters contained in such information, or for omissions from the Property Documents, or in any other written or oral communications transmitted or made available to PurchaserBuyer. Subject to the Seller Undertakings, Purchaser Buyer shall rely solely upon its own investigation with respect to the Property, including, without limitation, the Property’s physical, environmental or economic condition, compliance or lack of compliance with any ordinance, order, permit or regulation or any other attribute or matter relating thereto. Subject to the Seller Undertakings, Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Documents and are providing the Property Documents or making the same available for Buyer’s review solely as an accommodation to PurchaserBuyer.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Rexford Industrial Realty, Inc.)

No Representation or Warranty by Seller. Purchaser acknowledges that, except for the representations and warranties by Seller as expressly set forth in this Agreement and any document executed by Agreement, neither Seller and delivered to Purchaser at Closing (collectively, the “Seller Undertakings”), Seller nor Asset Manager has not made and does not make nor makes any warranty or representation regarding the truth, accuracy or completeness of the Property Documents or the source(s) thereof. In particular, Seller makes no representations or warranties as to the suitability or usefulness of the Bonds as financing for the Property or that the Bonds may be refunded, reissued or resold. Purchaser further acknowledges that some if not all of the Property Documents were prepared by third parties other than SellerSeller and Asset Manager. Subject to the Seller Undertakings, Seller and Asset Manager expressly disclaims disclaim any and all liability for representations or warranties, express or implied, statements of fact and other matters contained in such informationProperty Documents, or for omissions from the Property Documents, or in any other written or oral communications transmitted or made available to Purchaser. Subject to the Seller Undertakings, Purchaser shall rely solely upon its own investigation with respect to the Property, including, without limitation, the Property’s 's physical, environmental or economic condition, compliance or lack of compliance with any ordinance, order, permit or regulation or any other attribute or matter relating thereto, provided that Purchaser may rely on the representations of Seller set forth in Section 9.1 hereof. Subject to the Seller Undertakings, Seller has and Asset Manager have not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Documents and are providing the Property Documents solely as an accommodation to Purchaser.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Homes for America Holdings Inc)

No Representation or Warranty by Seller. Purchaser acknowledges that, except for the representations and warranties by Seller as expressly set forth in this Agreement and any document executed by Seller and delivered to Purchaser at Closing (collectively, or in the “Seller Undertakings”Closing Documents” (defined below), Seller has not made and does not make any warranty or representation regarding the truth, accuracy or completeness of the Property Documents or the source(s) thereof. Purchaser further acknowledges that some if not all of the Property Documents were prepared by third parties other than Seller. Subject to Except as otherwise expressly set forth herein or the Seller UndertakingsClosing Documents, Seller expressly disclaims any and all liability for representations or warranties, express or implied, statements of fact and other matters contained in such information, or for omissions from the Property Documents, or in any other written or oral communications transmitted or made available to Purchaser. Subject to Except as otherwise expressly set forth herein or the Seller UndertakingsClosing Documents, Purchaser shall rely solely upon its own investigation with respect to the Property, including, without limitation, the Property’s physical, environmental or economic condition, compliance or lack of compliance with any ordinance, order, permit or regulation or any other attribute or matter relating thereto. Subject to Except as otherwise expressly set forth herein or the Seller UndertakingsClosing Documents, Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Documents and are is providing the Property Documents solely as an accommodation to Purchaser.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Industrial Property Trust Inc.)

No Representation or Warranty by Seller. Purchaser acknowledges that, except for the representations and warranties by Seller as expressly set forth in this Agreement and any document executed in the documents delivered by Seller and delivered to Purchaser the parties at the Closing as required by this Agreement (collectively, the “Seller Undertakings”"Transaction Documents"), Seller has not made and does not make any warranty or representation regarding the truth, accuracy or completeness of the Property Documents or the source(s) thereof. Purchaser further acknowledges that some if not all of the Property Documents were prepared by third parties other than Seller. Subject to Except as expressly stated in the Seller UndertakingsTransaction Documents, Seller expressly disclaims any and all liability for representations or warranties, express or implied, statements of fact and other matters contained in such information, or for omissions from the Property Documents, or in any other written or oral communications transmitted or made available to Purchaser. Subject to Except for the Seller Undertakingsrepresentations and warranties provided for in the Transaction Documents, Purchaser shall rely solely upon its own investigation with respect to the Property, including, without limitation, the Property’s 's physical, environmental or economic condition, compliance or lack of compliance with any ordinance, order, permit or regulation or any other attribute or matter relating thereto. Subject to the Seller Undertakings, Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Documents and are providing the Property Documents solely as an accommodation to PurchaserDocuments.

Appears in 1 contract

Samples: Purchase and Sale Agreement (American Industrial Properties Reit Inc)

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No Representation or Warranty by Seller. Purchaser acknowledges that, except for the representations and warranties by Seller as expressly set forth in this Agreement and any document executed by Seller and delivered to Purchaser at Closing (collectively, the “Seller Undertakings”)Agreement, Seller has not made and does not make any warranty or representation regarding the truth, accuracy or completeness of the Property Documents Documents, the Updated Property Information or the source(s) thereof. Purchaser further acknowledges that some if not all of the Property Documents and Updated Property Information were prepared by third parties other than SellerSeller and the Subsidiary. Subject to Except as expressly set forth in this Agreement or in any of the Seller Undertakingsdocuments delivered at the Closing, (a) Seller expressly disclaims any and all liability for representations or warranties, express or implied, statements of fact and other matters contained in such information, or for omissions from the Property DocumentsDocuments or Updated Property Information, or in any other written or oral communications transmitted or made available to Purchaser. Subject to the Seller Undertakings, (b) Purchaser shall rely solely upon its own investigation with respect to the Partnership Interests and the Property, including, without limitation, the Property’s their physical, environmental or economic condition, compliance or lack of compliance with any ordinance, order, permit or regulation or any other attribute or matter relating thereto. Subject to , and (c) Seller and the Seller Undertakings, Seller has Subsidiary have not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Documents and Updated Property Information and are providing the Property Documents and Updated Property Information solely as an accommodation to Purchaser.

Appears in 1 contract

Samples: Partnership Interests Purchase and Sale Agreement (Dividend Capital Total Realty Trust Inc.)

No Representation or Warranty by Seller. Purchaser acknowledges that, except for the representations and warranties by Seller as expressly set forth in this Agreement and any document executed or in the documents to be delivered by Seller and delivered to Purchaser at Closing (collectively, the “Seller Undertakings”)Closing, Seller has not made and does not make any warranty or representation regarding the truth, accuracy or completeness of the Property Documents or the source(s) thereof. Purchaser further acknowledges that some if not all of the Property Documents were prepared by third parties other than Seller. Subject Except as expressly set forth in this Agreement and in the documents to the be delivered by Seller Undertakingsat Closing, Seller expressly disclaims any and all liability for representations or warranties, Exhibit M, List of Existing Loan Documents M-11 express or implied, statements of fact and other matters contained in such information, or for omissions from the Property Documents, or in any other written or oral communications transmitted or made available to Purchaser. Subject to the Seller Undertakings, Purchaser shall rely solely upon its own investigation with respect to the Property, including, without limitation, the Property’s 's physical, environmental or economic condition, compliance or lack of compliance with any ordinance, order, permit or regulation or any other attribute or matter relating thereto. Subject to the Seller Undertakings, Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Documents and are providing the Property Documents solely as an accommodation to Purchaser.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Berkshire Income Realty, Inc.)

No Representation or Warranty by Seller. Purchaser acknowledges that, except for the representations and warranties by Seller as expressly set forth in this Agreement and Agreement, neither Seller, nor any document executed by Seller and delivered other party acting, or claiming to Purchaser at Closing (collectivelyact, the “Seller Undertakings”)on behalf of Seller, Seller has not made and or does not make any warranty or representation regarding the truth, accuracy or completeness of the Property Documents or the source(s) thereof. Purchaser further acknowledges that some if not all of the Property Documents were prepared by third parties other than Seller. Subject to the Except for any express representations and warranties made by Seller Undertakingsin this Agreement, Seller expressly disclaims any and all liability for representations or warranties, express or implied, statements of fact and other matters contained in such information, or for omissions from the Property Documents, or in any other written or oral communications transmitted or made available to Purchaser. Subject to the Except for any express representations and warranties made by Seller Undertakingsin this Agreement, Purchaser shall rely solely upon its own investigation with respect to the Property, including, without limitation, the Property’s physical, environmental or economic condition, compliance or lack of compliance with any ordinance, order, permit or regulation or any other attribute or matter relating thereto. Subject to the Seller Undertakings, Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Documents and are is providing the Property Documents solely as an accommodation to Purchaser.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Piedmont Office Realty Trust, Inc.)

No Representation or Warranty by Seller. Purchaser acknowledges that, except for the representations and warranties by Seller as expressly set forth in this Agreement and any other document executed by Seller and delivered to Purchaser at Closing (collectively, the “Seller Undertakings”)Closing, Seller has not made and does not make any warranty or representation regarding the truth, accuracy or completeness of the Property Documents or the source(s) thereof. Purchaser further acknowledges that some if not all of the Property Documents were prepared by third parties other than Seller. Subject Except as expressly set forth in this Agreement or the documents required to the be executed by Seller Undertakingsand delivered to Purchaser at Closing, Seller expressly disclaims any and all liability for representations or warranties, express or implied, statements of fact and other matters contained in such information, or for omissions from the Property Documents, or in any other written or oral communications transmitted or made available to Purchaser. Subject to the Seller Undertakings, Purchaser shall rely solely upon its own investigation with respect to the Property, including, without limitation, the Property’s physical, environmental or economic condition, compliance or lack of compliance with any ordinance, order, permit or regulation or any other attribute or matter relating thereto. Subject to the Seller Undertakings, Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Documents and are providing the Property Documents solely as an accommodation to Purchaser.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Asbury Automotive Group Inc)

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