NO SELLER REPRESENTATIONS OR WARRANTIES Sample Clauses

NO SELLER REPRESENTATIONS OR WARRANTIES. Xxxxx understands and acknowledges that Seller is not in possession of the Property, and may not have previously occupied the Property, and that Seller may have little or no direct knowledge about the condition of the Property. Buyer acknowledges that the occupancy status shall not provide grounds for Buyer’s failure to consummate the transaction or an excuse for performance required by Buyer pursuant to this Addendum and the Purchase Agreement, except in the event of a material misrepresentation by Seller herein. Xxxxx further acknowledges and understands that Buyer is solely responsible for the undertaking, processing or completion of any eviction proceedings described above. Buyer shall not be entitled to any extension of the Closing Date (as defined in the Purchase Agreement) as a result of the occupancy status of the Property nor shall Buyer be entitled to any concessions, discounts, fees or other expenses as a result of the occupancy status of the Property. Xxxxx further acknowledges that Buyer shall be solely responsible for notifying any tenants or occupants of the transfer of ownership of the Property, and shall be liable to any and all tenants for repayment of any outstanding security deposit, less lawful deductions. Buyer shall indemnify Seller from and against all claims arising out of any action concerning security deposits, any eviction proceedings, or otherwise in connection with any tenancy and/or occupancy affecting the Property. This provision shall survive the Close of Escrow and/or the Closing of the transaction contemplated by the Purchase Agreement and this Addendum and shall not be deemed to have merged into any of the documents executed or delivered at Closing.
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NO SELLER REPRESENTATIONS OR WARRANTIES. Seller makes no representations or warranties as to whether or not any leases of the Property are in force; whether or not anyone else has a right of possession; whether or not any rent concessions were given to any tenant; whether or not any other agreements were made with the tenants; whether or not any rent charged violates any applicable rent control ordinance, statute, or law; whether or not any other violations of any applicable ordinance, statute or law exist; and whether or not Seller or any tenant is in default under any lease. Further, Seller makes no representations or warranties as to the ownership or condition of any personal property remaining on the Property at the time of the closing, or whether any personal property is encumbered by any liens or security interests. Buyer assumes full responsibility for any such personal property, whether or not owned by Buyer. Buyer agrees for the benefit of Seller that from and after the closing, it will maintain, treat, process, store and/or dispose of any such personal property, including personal property owned by others, in accordance with all applicable laws, rules and regulations. For the avoidance of doubt, Seller shall not be liable for the maintenance, treatment, processing, storing or disposal of any such personal property. Buyer is purchasing the Property “AS IS, WHERE IS, WITH ALL FAULTS AND LIMITATIONS” regardless of occupancy status. Buyer acknowledges that the Property may be subject to unexpired rights of redemption and Buyer is not entitled to possession or an inspection of the Property or to demand rent from occupants until such redemption rights expire. Buyer acknowledges that the Property may be subject to the provisions of federal, state or local rent control, rent stabilization, lease termination or similar laws, ordinances and regulations. Buyer agrees that upon closing, all eviction proceedings and other duties and responsibilities of a property owner and landlord, including, but not limited to, those proceedings required for compliance with any federal, state or local laws, ordinances and regulations, will be Buyer’s sole responsibility and obligation. Notwithstanding the fact that the Property may be occupied and that Buyer is not entitled to possession or an inspection of the Property, Buyer acknowledges that the same shall not provide grounds for Buyer’s failure to consummate the transaction or an excuse for performance required by Buyer pursuant to this Addendum and the Purcha...
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NO SELLER REPRESENTATIONS OR WARRANTIES. Seller makes no warranty or representation to Purchaser regarding the Sale Facilities or the Seller’s Assets other than as expressly stated in this Agreement. Seller makes no representation to Purchaser regarding the zoning of any of the Sale Facilities, the adequacy of utility services to any of the Sale Facilities, the financial performance of the Sale Facilities, the value of the Sale Facilities or regarding any aspect of federal or state, public or private healthcare and/or senior nursing programs.
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Related to NO SELLER REPRESENTATIONS OR WARRANTIES

  • No Other Company Representations or Warranties Except for the representations and warranties set forth in Section 5.1, Parent and Merger Sub hereby acknowledge and agree that neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided, disclosed or delivered to Parent or Merger Sub. Neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any other Person, or the use by Parent, Merger Sub or any other Person, of any such information provided or made available to them by the Company or any of its Subsidiaries, or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any other Person in certain “data rooms,” confidential information memoranda, management presentations or due diligence discussions in anticipation or contemplation of any of the transactions contemplated by this Agreement.

  • No Other Representations or Warranties The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger Sub, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactions.

  • No Additional Representations or Warranties EXCEPT AS PROVIDED IN THIS ARTICLE III, NONE OF SELLER, COMPANY, COMPANY’S SUBSIDIARIES NOR ANY OF THEIR RESPECTIVE AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES HAS MADE, OR IS MAKING, ANY REPRESENTATION OR WARRANTY WHATSOEVER TO ACQUIROR OR ITS AFFILIATES AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO ACQUIROR OR ITS AFFILIATES. WITHOUT LIMITING THE FOREGOING, ACQUIROR ACKNOWLEDGES THAT IT, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND THE BUSINESS AND IS NOT RELYING ON ANY IMPLIED WARRANTIES OR UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE PROSPECTS (FINANCIAL OR OTHERWISE) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, EXCEPT IN EACH CASE THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT. FOR THE PURPOSES HEREIN, ANY INFORMATION PROVIDED TO, OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR ITS REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

  • Breach of Representations or Warranties Any representation or warranty made by the Borrower to the Lenders or the Administrative Agent under this Agreement, or any certificate or information delivered in connection with this Agreement, shall be false in any material respect when made or deemed made.

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

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