Property Condition. BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, OR PLAN OF ANY KIND MADE BY SELLER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LAND, THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON BUYER’S OWN INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL OF THE FOREGOING MATTERS, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERS.
Appears in 8 contracts
Samples: Residential Realty Purchase and Sale Agreement, Residential Realty Purchase and Sale Agreement, Residential Realty Purchase and Sale Agreement
Property Condition. THE PROPERTY IS BEING SOLD IN AN “AS IS,” “WHERE IS” CONDITION AND “WITH ALL FAULTS” AS OF THE EFFECTIVE DATE, SUBJECT TO NORMAL WEAR AND TEAR AND DAMAGE BY FIRE OR OTHER CASUALTY AS SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND EXCEPT FOR COVENANTS IN THE DEED, BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER SELLER HAS NOT RELIED ON MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONREPRESENTATIONS, CLAIMWARRANTIES, ORAL UNDERSTANDINGPROMISES, ADVERTISINGCOVENANTS, PROMOTIONAL ACTIVITY, BROCHURE, AGREEMENTS OR PLAN GUARANTIES OF ANY KIND MADE BY SELLEROR CHARACTER WHATSOEVER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, WRITTEN ORAL OR ORALWRITTEN, PAST, PRESENT OR FUTURE, AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED AND/OR UNDERTAKEN BY SELLER OR BY ANY PARTNER, OFFICER, DIRECTOR, PERSON, FIRM, AGENT, ATTORNEY OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF ANY KIND WHATSOEVER. WITHOUT LIMITING SELLER AS TO, CONCERNING OR WITH RESPECT TO (I) THE GENERALITY CONDITION OR STATE OF REPAIR OF THE FOREGOINGPROPERTY; (II) THE COMPLIANCE OR NONCOMPLIANCE OF THE PROPERTY WITH ANY APPLICABLE LAWS, NO WARRANTIES REGULATIONS OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREAORDINANCES (INCLUDING, SIZEWITHOUT LIMITATION, SHAPE, ALLOWABLE USES, ANY APPLICABLE ZONING, SOIL TYPE BUILDING, HANDICAPPED ACCESSIBILITY, OR QUALITYDEVELOPMENT LAWS, FLOOD PLANES CODES, RULES AND ZONES REGULATIONS); THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR TOPOLOGICAL CHARACTERISTICS FITNESS FOR A PARTICULAR PURPOSE OF THE LANDPROPERTY; (III) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED WITHIN THE PROPERTY; (IV) THE SUITABILITY OF THE PROPERTY MEETING FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (V) THE VALUE, EXPENSE OF OPERATION, OR INCOME POTENTIAL OF THE PROPERTY; (VI) ANY OTHER FACT OR CONDITION WHICH HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, STATE STANDARDSOF REPAIR, ENVIRONMENTAL HAZARDS COMPLIANCE, VALUE, EXPENSE OF OPERATION OR LACK THEREOF AFFECTING INCOME POTENTIAL OF THE USE PROPERTY OR ANY PORTION THEREOF; OR (VII) WHETHER THE PROPERTY CONTAINS ASBESTOS OR ANY OTHER HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES OR PERTAINING TO THE EXTENT, LOCATION OR NATURE OF SAME, OR THE CONDITION OF THE PROPERTY, INCLUDING BUT WITHOUT LIMITATION, WATER, SOIL, AND GEOLOGY. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT AND THE EXHIBITS HERETO ANNEXED, WHICH ALONE FULLY AND COMPLETELY EXPRESS THEIR AGREEMENT. BUYER SHALL NOT LIMITED RELY UPON ANY STATEMENT OR REPRESENTATION BY OR ON BEHALF OF SELLER UNLESS SUCH STATEMENT OR REPRESENTATION IS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER WAIVES AND RELEASES SELLER FROM ANY PRESENT OR FUTURE CLAIMS ARISING FROM OR RELATING TO THE PRESENCE OR ALLEGED PRESENCE OF ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHR HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES IN, ON, UNDER OR ABOUT THE PROPERTY INCLUDING, WITHOUT LIMITATION, ANY CLAIMS UNDER OR ON ACCOUNT OF (I) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS THE SAME MAY HAVE BEEN OR MAY BE AMENDED FROM TIME TO TIME; (II) ANY OTHER FEDERAL, STATE OR LOCAL LAW, ORDINANCE, RULE OR REGULATION, NOW OR HEREAFTER IN EFFECT, THAT DEALS WITH OR OTHERWISE IN ANY MANNER RELATES TO ENVIRONMENTAL CONCERNSMATTERS OF ANY KIND; OR (III) THIS AGREEMENT OR THE COMMON LAW. THE TERMS AND PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE CLOSING HEREUNDER. BUYER ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF PROPERTY. BUYER IS ACQUIRING THE PROPERTY “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” IN ITS PRESENT STATE AND CONDITION, WITHOUT REPRESENTATION OR WARRANTY BY SELLER MAKES NO WARRANTIES OR REPRESENTATIONS ANY OF ITS REPRESENTATIVES OR AGENTS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLERANY MATTERS WHATSOEVER EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY MAXIMUM EXTENT PERMITTED BY LAW, NO PATENT OR COMPLETENESS OF LATENT CONDITION AFFECTING THE PROPERTY IN ANY INFORMATION CONTAINED WITHIN THE BROCHUREWAY, WEBSITEWHETHER OR NOT KNOWN OR DISCOVERABLE OR HEREAFTER DISCOVERED, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON SHALL AFFECT BUYER’S OWN INVESTIGATIONSOBLIGATIONS HEREUNDER, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL NOR SHALL ANY SUCH CONDITION GIVE RISE TO ANY RIGHT OF THE FOREGOING MATTERSDAMAGES, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERSRESCISSION OR OTHERWISE AGAINST SELLER.
Appears in 5 contracts
Samples: Agreement of Purchase and Sale (Resource Real Estate Investors 6 LP), Agreement of Purchase and Sale (Resource Real Estate Investors 7, L.P.), Agreement of Purchase and Sale (Resource Real Estate Investors 7, L.P.)
Property Condition. THE BUYER IS AWARE AND ACKNOWLEDGES THAT THE SELLER IS SELLING A PROPERTY WHICH WAS ACQUIRED THROUGH FORECLOSURE PROCEEDING OR OTHER CONVEYANCE AND AGREES THAT SELLER IS NOT FAMILIAR WITH THE CONDITION OF THE PROPERTY. BUYER IS AWARE THAT THE SUBJECT PROPERTY IS NOT NEW AND FURTHER ACKNOWLEDGES THAT THERE HAS BEEN NO REPRESENTATION(S) BY SELLER, OR ANY OTHER PERSON ACTING AS SELLER’S REPRESENTATIVE AND/OR BUYER’S REPRESENTATIVE REGARDING THE CONDITION OF THE PROPERTY OR OF THE APPLIANCES OR STRUCTURAL COMPONENTS THAT MAY BE CONTAINED THEREIN. IF INSPECTION REPORT(S) HAVE BEEN OBTAINED BY SELLER OR SELLER’S REPRESENTATIVE, SAID INSPECTION REPORT(S) ARE BEING PROVIDED TO THE BUYER FOR BUYER’S INFORMATION ONLY AND BECOME A PART OF THE CONTRACT. THE FOLLOWING INSPECTIONS ARE ATTACHED . UNLESS OTHERWISE SPECIFIED IN A SCHEDULE ATTACHED HERETO, NEITHER SELLER NOR SELLER’S REPRESENTATIVE HAS ACTUAL KNOWLEDGE OF ANY LATENT DEFECTS IN THE PROPERTY OR ANY COMPONENT THEREOF, INCLUDING, BUT NOT LIMITED TO: PLUMBING, APPLIANCES, HEATING, AIR CONDITIONING AND ELECTRICAL SYSTEMS, FIXTURES, ROOF, SEWERS, SEPTIC SYSTEMS, FOUNDATION, STRUCTURAL CONDITION, POOL, SPA AND RELATED EQUIPMENT. BUYER MAY WALK-THROUGH THE HOME PRIOR TO THE CLOSE OF ESCROW FOR THE SOLE PURPOSE OF DETERMINING THAT THERE HAS BEEN NO MATERIAL CHANGE IN THE CONDITION OF THE PROPERTY SINCE OPENING OF ESCROW. NOTWITHSTANDING THE FOREGOING, A CLOSING ON THE ABOVE DESCRIBED PROPERTY WILL CONSTITUTE AN ACKNOWLEDGEMENT BY THE BUYER THAT THE PROPERTY, INCLUDING APPLIANCES, OR STRUCTURAL COMPONENTS, AS DESCRIBED ABOVE, WERE ACCEPTABLE TO BUYER AT THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH TIME THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITHSALE WAS CONSUMMATED. BUYER ACKNOWLEDGES AND AGREES THAT BUYER SELLER HAS NOT RELIED ON MADE AND HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY, OR REPRESENTATION, CLAIMORAL OR WRITTEN, ORAL UNDERSTANDINGPAST, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHUREPRESENT, OR PLAN OF ANY KIND MADE BY SELLERFUTURE, AUCTIONEEROF, AS TO, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT CONCERNING (I) THE NATURE, SQUARE FOOTAGE, CONDITION, VALUE, OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LAND, THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE QUALITY OF THE PROPERTY, INCLUDING BUT NOT LIMITED BY WAY OF LIMITATION, THE WATER, THE SOIL, AND GEOLOGY, AND THE SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY ELECT TO ASBESTOSCONDUCT THEREON, UNDERGROUND TANKS(II) THE MANNER, ABOVE GROUND TANKSCONSTRUCTION, DUMPING GROUNDSCONDITION, QUALITY, THE STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE PROPERTY, (III) EXCEPT FOR ANY WARRANTIES CONTAINED IN THE DEED, THE NATURE AND EXTENT OF ANY RIGHT- OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION, OR OTHERWISE, (IV) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES LAWS, RULES, ORDINANCES, OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS REGULATIONS OF ANY INFORMATION CONTAINED WITHIN GOVERNMENT OR OTHER BODY, AND (V) THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIALINCOME TO BE DERIVED FROM THE PROPERTY. XXXXX, FURTHER, BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT XXXXX BUYER HAS RELIED SOLELY ON BUYER’S OWN INVESTIGATIONS, INSPECTIONS THOROUGHLY INSPECTED AND DUE DILIGENCE REGARDING EXAMINED THE PROPERTY AND ALL TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE FOREGOING MATTERSPROPERTY. BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT BUYER IS RELYING SOLELY UPON THE INSPECTION, INCLUDING REVIEW EXAMINATION, AND EVALUATION OF THE PROPERTY BY BUYER AND THAT BUYER IS PURCHASING THE PROPERTY ON AN "AS IS, WHERE IS" AND "WITH ALL FAULTS" BASIS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER AND BUYER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, SELLER MAKES NO WARRANTY OF REPRESENTATION EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT AS OTHERWISE SPECIFIED HEREIN. IT IS FURTHER AGREED THAT SELLER HAS NOT WARRANTED, AND DOES NOT HEREBY WARRANT THAT THE PROPERTY OR ANY IMPROVEMENTS LOCATED THEREON NOW OR IN THE FUTURE WILL MEET OR COMPLY WITH THE REQUIREMENTS OF ANY SAFETY CODE OR REGULATION OF THE STATE, CITY OR COUNTY WHERE THE PROPERTY IS LOCATED, OR OF ANY OTHER AUTHORITY OR JURISDICTION. BUYER REPRESENTS TO SELLER THAT BUYER HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE BUYER TO EVALUATE THE MERIT AND RISKS OF THE TRANSACTION CONTEMPLATED HEREBY. BUYER HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL DOCUMENTSRIGHTS, INFORMATION, BENEFITS AND ALL OTHER FACTORS CONCERNING REMEDIES UNDER ANY STATE CONSUMER PROTECTION LAW WHICH MAY APPLY IN THE STATE WHERE THE PROPERTY IS LOCATED WITH RESPECT TO ANY MATTERS PERTAINING TO THIS CONTRACT OF SALE AND THE TRANSACTION CONTEMPLATED HEREBY. BUYER ACKNOWLEDGES RECEIPT AND REVIEW OF THE “HOMEBUYER’S GUIDE TO COMMON ENVIRONMENTAL HAZARDS” AND IS AWARE THAT HE HAS THE RIGHT TO HAVE THE PROPERTY INSPECTED FOR THE PRESENCE OF ANY OF THE HAZARDS MENTIONED IN THE GUIDE INCLUDING, BUT NOT LIMITED TO, LEAD, MOLD, RADON, HAZARDOUS WASTE, FORMALDEHYDE, ASBESTOS AND HOUSEHOLD HAZARDOUS WASTE. IT IS FURTHER AGREED THAT SELLER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING ENVIRONMENTAL PROTECTION, POLLUTION, OR LAND USE LAWS, REGULATIONS, ORDERS OR REQUIREMENTS. BUYER HEREBY ASSUMES ALL RISKS AND LIABILITY AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES RESULTING OR ARISING FROM OR RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PROPERTY. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER HAS OWNED THE PROPERTY ONLY SINCE THE DATE OF SUCH MATTERSTRANSFER AND IS NOT IN A POSITION TO MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE PROPERTY. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OF INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING.
Appears in 3 contracts
Samples: media.reliancenetwork.com, media.crmls.org, www.exclusivehomesandland.com
Property Condition. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENT, THE PROPERTY IS BEING SOLD IN AN “AS IS,” “WHERE IS” CONDITION AND “WITH ALL FAULTS” AS OF THE EFFECTIVE DATE, SUBJECT TO NORMAL WEAR AND TEAR AND DAMAGE BY FIRE OR OTHER CASUALTY AS SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENT, BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER SELLER HAS NOT RELIED ON MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONREPRESENTATIONS, CLAIMWARRANTIES, ORAL UNDERSTANDINGPROMISES, ADVERTISINGCOVENANTS, PROMOTIONAL ACTIVITY, BROCHURE, AGREEMENTS OR PLAN GUARANTIES OF ANY KIND MADE BY SELLEROR CHARACTER WHATSOEVER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, WRITTEN ORAL OR ORALWRITTEN, PAST, PRESENT OR FUTURE, AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED AND/OR UNDERTAKEN BY SELLER OR BY ANY PARTNER, OFFICER, DIRECTOR, PERSON, FIRM, AGENT, ATTORNEY OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF ANY KIND WHATSOEVER. WITHOUT LIMITING SELLER AS TO, CONCERNING OR WITH RESPECT TO (I) THE GENERALITY CONDITION OR STATE OF REPAIR OF THE FOREGOINGPROPERTY; (II) THE COMPLIANCE OR NONCOMPLIANCE OF THE PROPERTY WITH ANY APPLICABLE LAWS, NO WARRANTIES REGULATIONS OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREAORDINANCES (INCLUDING, SIZEWITHOUT LIMITATION, SHAPE, ALLOWABLE USES, ANY APPLICABLE ZONING, SOIL TYPE BUILDING, HANDICAPPED ACCESSIBILITY, OR QUALITYDEVELOPMENT LAWS, FLOOD PLANES CODES, RULES AND ZONES REGULATIONS); THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR TOPOLOGICAL CHARACTERISTICS FITNESS FOR A PARTICULAR PURPOSE OF THE LANDPROPERTY; (III) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED WITHIN THE PROPERTY; (IV) THE SUITABILITY OF THE PROPERTY MEETING FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (V) THE VALUE, EXPENSE OF OPERATION, OR INCOME POTENTIAL OF THE PROPERTY; (VI) ANY OTHER FACT OR CONDITION WHICH HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, STATE STANDARDSOF REPAIR, ENVIRONMENTAL HAZARDS COMPLIANCE, VALUE, EXPENSE OF OPERATION OR LACK THEREOF AFFECTING INCOME POTENTIAL OF THE USE PROPERTY OR ANY PORTION THEREOF; OR (VII) WHETHER THE PROPERTY CONTAINS ASBESTOS OR ANY OTHER HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES OR PERTAINING TO THE EXTENT, LOCATION OR NATURE OF SAME, OR THE CONDITION OF THE PROPERTY, INCLUDING BUT WITHOUT LIMITATION, WATER, SOIL, AND GEOLOGY. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT AND THE EXHIBITS HERETO ANNEXED, WHICH ALONE FULLY AND COMPLETELY EXPRESS THEIR AGREEMENT. BUYER SHALL NOT LIMITED RELY UPON ANY STATEMENT OR REPRESENTATION BY OR ON BEHALF OF SELLER UNLESS SUCH STATEMENT OR REPRESENTATION IS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENT. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENT, BUYER WAIVES AND RELEASES SELLER FROM ANY PRESENT OR FUTURE CLAIMS ARISING FROM OR RELATING TO THE PRESENCE OR ALLEGED PRESENCE OF ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHR HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES IN, ON, UNDER OR ABOUT THE PROPERTY INCLUDING, WITHOUT LIMITATION, ANY CLAIMS UNDER OR ON ACCOUNT OF (I) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS THE SAME MAY HAVE BEEN OR MAY BE AMENDED FROM TIME TO TIME; (II) ANY OTHER FEDERAL, STATE OR LOCAL LAW, ORDINANCE, RULE OR REGULATION, NOW OR HEREAFTER IN EFFECT, THAT DEALS WITH OR OTHERWISE IN ANY MANNER RELATES TO ENVIRONMENTAL CONCERNSMATTERS OF ANY KIND; OR (III) THE COMMON LAW. THE TERMS AND PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE CLOSING HEREUNDER. BUYER ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF PROPERTY. BUYER IS ACQUIRING THE PROPERTY “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” IN ITS PRESENT STATE AND CONDITION, WITHOUT REPRESENTATION OR WARRANTY BY SELLER MAKES NO WARRANTIES OR REPRESENTATIONS ANY OF ITS REPRESENTATIVES OR AGENTS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLERANY MATTERS WHATSOEVER EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENT, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY MAXIMUM EXTENT PERMITTED BY LAW, NO PATENT OR COMPLETENESS OF LATENT CONDITION AFFECTING THE PROPERTY IN ANY INFORMATION CONTAINED WITHIN THE BROCHUREWAY, WEBSITEWHETHER OR NOT KNOWN OR DISCOVERABLE OR HEREAFTER DISCOVERED, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON SHALL AFFECT BUYER’S OWN INVESTIGATIONSOBLIGATIONS HEREUNDER, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL NOR SHALL ANY SUCH CONDITION GIVE RISE TO ANY RIGHT OF THE FOREGOING MATTERSDAMAGES, INCLUDING REVIEW OF RESCISSION OR OTHERWISE AGAINST SELLER EXCEPT FOR RIGHTS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERSCLOSING DOCUMENT.
Appears in 3 contracts
Samples: Agreement of Purchase and Sale (Resource Real Estate Investors 7, L.P.), Agreement of Purchase and Sale (Resource Real Estate Investors 7, L.P.), Agreement of Purchase and Sale (Resource Real Estate Investors 7, L.P.)
Property Condition. BUYER PURCHASER ACKNOWLEDGES AND AGREES THAT EITHER PURCHASER IS, OR HAS ENGAGED AND IS RELYING ON PERSONS WHO ARE, EXPERIENCED IN THE PROPERTYOWNERSHIP, INCLUDING DEVELOPMENT AND/OR OPERATION OF PROPERTIES SIMILAR TO THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THAT PURCHASER PRIOR TO THE REAL ESTATECLOSING WILL HAVE INSPECTED THE PROPERTY OR CAUSED THE PROPERTY TO BE INSPECTED TO ITS SATISFACTION AND IS QUALIFIED TO MAKE SUCH INSPECTION. PURCHASER ACKNOWLEDGES THAT IT IS FULLY RELYING ON PURCHASER’S (OR PURCHASER’S REPRESENTATIVES’) INSPECTIONS OF THE PROPERTY AND EXCEPT FOR THE EXPRESS REPRESENTATIONS, IS SOLD “AS IS” NOT UPON ANY STATEMENT (ORAL OR WRITTEN) WHICH MAY HAVE BEEN MADE OR MAY BE MADE (OR PURPORTEDLY MADE) BY SELLER OR ANY OF ITS REPRESENTATIVES. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS (OR PURCHASER’S REPRESENTATIVES HAD), OR PRIOR TO THE CLOSING WILL HAVE, THOROUGHLY INSPECTED AND “WHERE IS” EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY PURCHASER IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, ORDER TO ENABLE PURCHASER TO EVALUATE THE CONDITION OF THE PROPERTY AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIESOTHER ASPECTS OF THE PROPERTY (INCLUDING, LOSSESBUT NOT LIMITED TO, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, OR PLAN OF ANY KIND MADE BY SELLER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE THE ENVIRONMENTAL CONDITION OF THE PROPERTY. SELLER); AND PURCHASER ACKNOWLEDGES THAT PURCHASER IS RELYING SOLELY UPON ITS OWN (OR ITS REPRESENTATIVES’) INSPECTION, AUCTIONEER, AGENTS EXAMINATION AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LAND, THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE EVALUATION OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOSEXCEPT FOR THE EXPRESS REPRESENTATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS, UNDERGROUND TANKSPURCHASER HEREBY EXPRESSLY ASSUMES ALL RISKS, ABOVE GROUND TANKSLIABILITIES, DUMPING GROUNDSCLAIMS, OR ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS DAMAGES AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES COSTS (AND AGREES THAT XXXXX HAS RELIED SOLELY ON BUYER’S OWN INVESTIGATIONSSELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INSPECTIONS AND DUE DILIGENCE REGARDING DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATED TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PROPERTY ARISING OR ACCRUING FROM AND ALL AFTER THE DATE OF CLOSING. PURCHASER EXPRESSLY WAIVES (TO THE EXTENT ALLOWED BY APPLICABLE LAW) ANY CLAIMS UNDER FEDERAL, STATE OR OTHER LAW THAT PURCHASER MIGHT OTHERWISE HAVE AGAINST SELLER RELATING TO THE USE, CHARACTERISTICS OR CONDITION OF THE FOREGOING MATTERSPROPERTY EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BY THIS AGREEMENT. ANY REPAIRS PAID FOR BY SELLER PURSUANT TO THIS AGREEMENT, INCLUDING REVIEW IF ANY, SHALL BE DONE WITHOUT ANY WARRANTY OR REPRESENTATION BY SELLER, AND SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND KIND IN CONNECTION WITH SUCH MATTERSREPAIRS.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (IMH Financial Corp), Purchase and Sale Agreement (Pebblebrook Hotel Trust), Purchase and Sale Agreement (Pebblebrook Hotel Trust)
Property Condition. BUYER ACKNOWLEDGES EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT AND AGREES OTHER THAN SELLER’S SPECIAL WARRANTY OF TITLE, IF ANY, SET FORTH IN THE DEED, IT IS UNDERSTOOD AND AGREED THAT NEITHER SELLER, BROKER, OR AUCTIONEER IS MAKING OR HAS AT ANY TIME MADE ANY WARRANTY OR REPRESENTATION OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING THE REAL ESTATE AND INCLUDING, BUT NOT LIMITED TO, ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATEWARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, “UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM LEGAL REQUIREMENTS OR ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OTHER MATTER OR IN CONNECTION THEREWITHTHING REGARDING THE PROPERTY OR ANY PORTION THEREOF. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT FROM SELLER THE PROPERTY AND THE LAND “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS CONTRACT. BUYER HAS NOT RELIED ON AND WILL NOT RELY ON, AND NO SELLER SHALL BE LIABLE FOR OR BOUND BY, ANY REPRESENTATIONEXPRESS OR IMPLIED WARRANTIES, CLAIMGUARANTIES, ORAL UNDERSTANDINGSTATEMENTS, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, REPRESENTATIONS OR PLAN OF ANY KIND INFORMATION PERTAINING TO THE PROPERTY OR RELATED THERETO MADE OR FURNISHED BY SELLER, BROKER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT PARTY REPRESENTING OR BUYER’S PURCHASE OF THE PROPERTY. PURPORTING TO REPRESENT SELLER, AUCTIONEERTO WHOMEVER MADE OR GIVEN, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONSDIRECTLY OR INDIRECTLY, WARRANTIES ORALLY OR GUARANTEESIN WRITING, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF ANY KIND WHATSOEVERUNLESS SPECIFICALLY SET FORTH IN THIS CONTRACT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LAND, DEED CONVEYING TITLE TO THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS WILL CONTAIN SIMILAR PROVISIONS TO THE ACCURACY OR COMPLETENESS ABOVE. THE PROVISIONS OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON BUYER’S OWN INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL OF THE FOREGOING MATTERS, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERSTHIS SECTION WILL SURVIVE CLOSING THIS TRANSACTION.
Appears in 3 contracts
Samples: cdn.cocodoc.com, cliftlandbrokers.com, cliftlandbrokers.com
Property Condition. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND IN THE INSTRUMENTS CONVEYING TITLE TO BUYER, BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY WILL BE CONVEYED "AS IS", "WHERE IS", AND WITH ALL FAULTS, AND SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WHETHER EXPRESSED OR IMPLIED WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT LIMITATION THE REAL ESTATE AND ANY PERSONAL CONDITION, ADEQUACY OR SUITABILITY OF THE PROPERTY FOR BUYER'S PURPOSES, HABITABILITY, TENANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR THE ENVIRONMENTAL CONDITION OF THE PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” PRESENCE OF OR CONTAMINATION BY HAZARDOUS MATERIALS AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER SELLER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM DISCLAIMS ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITHSUCH WARRANTY. BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, OR PLAN OF ANY KIND MADE BY SELLER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF BEEN GIVEN THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF ANY KIND WHATSOEVER. WITHOUT LIMITING OPPORTUNITY TO INQUIRE AS TO (I) THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LAND, THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE PHYSICAL CONDITION OF THE PROPERTY, (II) WHETHER ANY PORTION OF THE PROPERTY LIES IN ANY FLOOD PLAIN, FLOOD WAY OR SPECIAL FLOOD HAZARD AREA, (III) THE GEOLOGICAL AND SOIL CONDITION OF THE PROPERTY, (IV) WHETHER THE PROPERTY COMPLIES WITH ALL CITY OR COUNTY ZONING AND BUILDING REGULATIONS, AND (V) ALL ENVIRONMENTAL CONDITIONS (INCLUDING BUT NOT LIMITED TO ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, THE PRESENCE OF ASBESTOS OR ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS HAZARDOUS MATERIALS) RELATING TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIALPROPERTY. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON BUYER’S OWN INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL OF THE FOREGOING MATTERS, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERSThe provisions of this Section shall survive the Closing.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Inland Diversified Real Estate Trust, Inc.)
Property Condition. THE PROPERTY IS BEING SOLD IN AN “AS IS,” “WHERE IS” CONDITION AND “WITH ALL FAULTS” AS OF THE EFFECTIVE DATE, SUBJECT TO NORMAL WEAR AND TEAR AND DAMAGE BY FIRE OR OTHER CASUALTY AS SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER SELLER HAS NOT RELIED ON MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONREPRESENTATIONS, CLAIMWARRANTIES, ORAL UNDERSTANDINGPROMISES, ADVERTISINGCOVENANTS, PROMOTIONAL ACTIVITY, BROCHURE, AGREEMENTS OR PLAN GUARANTIES OF ANY KIND MADE BY SELLEROR CHARACTER WHATSOEVER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, WRITTEN ORAL OR ORALWRITTEN, PAST, PRESENT OR FUTURE, AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED AND/OR UNDERTAKEN BY SELLER OR BY ANY PARTNER, OFFICER, DIRECTOR, PERSON, FIRM, AGENT, ATTORNEY OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF ANY KIND WHATSOEVER. WITHOUT LIMITING SELLER AS TO, CONCERNING OR WITH RESPECT TO (I) THE GENERALITY CONDITION OR STATE OF REPAIR OF THE FOREGOINGPROPERTY; (II) THE COMPLIANCE OR NONCOMPLIANCE OF THE PROPERTY WITH ANY APPLICABLE LAWS, NO WARRANTIES REGULATIONS OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREAORDINANCES (INCLUDING, SIZEWITHOUT LIMITATION, SHAPE, ALLOWABLE USES, ANY APPLICABLE ZONING, SOIL TYPE BUILDING, HANDICAPPED ACCESSIBILITY, OR QUALITYDEVELOPMENT LAWS, FLOOD PLANES CODES, RULES AND ZONES REGULATIONS); THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR TOPOLOGICAL CHARACTERISTICS FITNESS FOR A PARTICULAR PURPOSE OF THE LANDPROPERTY; (III) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED WITHIN THE PROPERTY; (IV) THE SUITABILITY OF THE PROPERTY MEETING FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (V) THE VALUE, EXPENSE OF OPERATION, OR INCOME POTENTIAL OF THE PROPERTY; (VI) ANY OTHER FACT OR CONDITION WHICH HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, STATE STANDARDSOF REPAIR, ENVIRONMENTAL HAZARDS COMPLIANCE, VALUE, EXPENSE OF OPERATION OR LACK THEREOF AFFECTING INCOME POTENTIAL OF THE USE PROPERTY OR ANY PORTION THEREOF; OR (VII) WHETHER THE PROPERTY CONTAINS ASBESTOS OR ANY OTHER HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES OR PERTAINING TO THE EXTENT, LOCATION OR NATURE OF SAME, OR THE 8 CONDITION OF THE PROPERTY, INCLUDING BUT WITHOUT LIMITATION, WATER, SOIL, AND GEOLOGY. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT AND THE EXHIBITS HERETO ANNEXED, WHICH ALONE FULLY AND COMPLETELY EXPRESS THEIR AGREEMENT. BUYER SHALL NOT LIMITED RELY UPON ANY STATEMENT OR REPRESENTATION BY OR ON BEHALF OF SELLER UNLESS SUCH STATEMENT OR REPRESENTATION IS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER WAIVES AND RELEASES SELLER FROM ANY PRESENT OR FUTURE CLAIMS ARISING FROM OR RELATING TO THE PRESENCE OR ALLEGED PRESENCE OF ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHR HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES IN, ON, UNDER OR ABOUT THE PROPERTY INCLUDING, WITHOUT LIMITATION, ANY CLAIMS UNDER OR ON ACCOUNT OF (I) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS THE SAME MAY HAVE BEEN OR MAY BE AMENDED FROM TIME TO TIME; (II) ANY OTHER FEDERAL, STATE OR LOCAL LAW, ORDINANCE, RULE OR REGULATION, NOW OR HEREAFTER IN EFFECT, THAT DEALS WITH OR OTHERWISE IN ANY MANNER RELATES TO ENVIRONMENTAL CONCERNSMATTERS OF ANY KIND; OR (III) THIS AGREEMENT OR THE COMMON LAW. THE TERMS AND PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE CLOSING HEREUNDER. BUYER ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF PROPERTY. BUYER IS ACQUIRING THE PROPERTY “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” IN ITS PRESENT STATE AND CONDITION, WITHOUT REPRESENTATION OR WARRANTY BY SELLER MAKES NO WARRANTIES OR REPRESENTATIONS ANY OF ITS REPRESENTATIVES OR AGENTS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLERANY MATTERS WHATSOEVER EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY MAXIMUM EXTENT PERMITTED BY LAW, NO PATENT OR COMPLETENESS OF LATENT CONDITION AFFECTING THE PROPERTY IN ANY INFORMATION CONTAINED WITHIN THE BROCHUREWAY, WEBSITEWHETHER OR NOT KNOWN OR DISCOVERABLE OR HEREAFTER DISCOVERED, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON SHALL AFFECT BUYER’S OWN INVESTIGATIONSOBLIGATIONS HEREUNDER, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL NOR SHALL ANY SUCH CONDITION GIVE RISE TO ANY RIGHT OF THE FOREGOING MATTERSDAMAGES, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERSRESCISSION OR OTHERWISE AGAINST SELLER.
Appears in 2 contracts
Samples: Agreement of Purchase and Sale (Resource Real Estate Investors 6 LP), Agreement of Purchase and Sale (Resource Real Estate Investors 6 LP)
Property Condition. BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS,” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, OR PLAN OF ANY KIND MADE BY SELLER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LAND, THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXXBUYER, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX BUYER HAS RELIED SOLELY ON BUYER’S OWN THOROUGH INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL OF THE FOREGOING MATTERS, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERS.
Appears in 2 contracts
Samples: Residential Realty Purchase and Sale Agreement, Residential Realty Purchase and Sale Agreement
Property Condition. THE PROPERTY IS BEING SOLD IN AN “AS IS,” “WHERE IS” CONDITION AND “WITH ALL FAULTS” AS OF THE EFFECTIVE DATE, SUBJECT TO NORMAL WEAR AND TEAR AND DAMAGE BY FIRE OR OTHER CASUALTY AS SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, SECTION 10, BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER SELLER HAS NOT RELIED ON MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONREPRESENTATIONS, CLAIMWARRANTIES, ORAL UNDERSTANDINGPROMISES, ADVERTISINGCOVENANTS, PROMOTIONAL ACTIVITY, BROCHURE, AGREEMENTS OR PLAN GUARANTIES OF ANY KIND MADE BY SELLEROR CHARACTER WHATSOEVER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, WRITTEN ORAL OR ORALWRITTEN, PAST, PRESENT OR FUTURE, AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED AND/OR UNDERTAKEN BY SELLER OR BY ANY PARTNER, OFFICER, DIRECTOR, PERSON, FIRM, AGENT, ATTORNEY OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF ANY KIND WHATSOEVER. WITHOUT LIMITING SELLER AS TO, CONCERNING OR WITH RESPECT TO (I) THE GENERALITY CONDITION OR STATE OF REPAIR OF THE FOREGOINGPROPERTY; (II) THE COMPLIANCE OR NONCOMPLIANCE OF THE PROPERTY WITH ANY APPLICABLE LAWS, NO WARRANTIES REGULATIONS OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREAORDINANCES (INCLUDING, SIZEWITHOUT LIMITATION, SHAPE, ALLOWABLE USES, ANY APPLICABLE ZONING, SOIL TYPE BUILDING, HANDICAPPED ACCESSIBILITY, OR QUALITYDEVELOPMENT LAWS, FLOOD PLANES CODES, RULES AND ZONES REGULATIONS); THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR TOPOLOGICAL CHARACTERISTICS FITNESS FOR A PARTICULAR PURPOSE OF THE LANDPROPERTY; (III) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED WITHIN THE PROPERTY; (IV) THE SUITABILITY OF THE PROPERTY MEETING FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (V) THE VALUE, EXPENSE OF OPERATION, OR INCOME POTENTIAL OF THE PROPERTY; (VI) ANY OTHER FACT OR CONDITION WHICH HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, STATE STANDARDSOF REPAIR, ENVIRONMENTAL HAZARDS COMPLIANCE, VALUE, EXPENSE OF OPERATION OR LACK THEREOF AFFECTING INCOME POTENTIAL OF THE USE PROPERTY OR ANY PORTION THEREOF; OR (VII) WHETHER THE PROPERTY CONTAINS ASBESTOS OR ANY OTHER HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES OR PERTAINING TO THE EXTENT, LOCATION OR NATURE OF SAME, OR THE CONDITION OF THE PROPERTY, INCLUDING WITHOUT LIMITATION, WATER, SOIL, AND GEOLOGY. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT AND THE EXHIBITS HERETO ANNEXED, WHICH ALONE FULLY AND COMPLETELY EXPRESS THEIR AGREEMENT. BUYER SHALL NOT RELY UPON ANY STATEMENT OR REPRESENTATION BY OR ON BEHALF OF SELLER UNLESS SUCH STATEMENT OR REPRESENTATION IS SPECIFICALLY SET FORTH IN THIS AGREEMENT. EXCEPT TO THE EXTENT SELLER HAS OBTAINED ACTUAL KNOWLEDGE THEREOF DURING ITS OWNERSHIP OF THE PROPERTY, BUYER WAIVES AND RELEASES SELLER FROM ANY PRESENT OR FUTURE CLAIMS ARISING FROM OR RELATING TO THE PRESENCE OR ALLEGED PRESENCE OF ASBESTOS, OR ANY OTHR HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES IN, ON, UNDER OR ABOUT THE PROPERTY INCLUDING, WITHOUT LIMITATION, ANY CLAIMS UNDER OR ON ACCOUNT OF (I) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS THE SAME MAY HAVE BEEN OR MAY BE AMENDED FROM TIME TO TIME; (II) ANY OTHER FEDERAL, STATE OR LOCAL LAW, ORDINANCE, RULE OR REGULATION, NOW OR HEREAFTER IN EFFECT, THAT DEALS WITH OR OTHERWISE IN ANY MANNER RELATES TO ENVIRONMENTAL MATTERS OF ANY KIND; OR (III) THIS AGREEMENT OR THE COMMON LAW. THE TERMS AND PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE CLOSING HEREUNDER. BUYER ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF PROPERTY. BUYER IS ACQUIRING THE PROPERTY “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” IN ITS PRESENT STATE AND CONDITION, WITHOUT REPRESENTATION OR WARRANTY BY SELLER OR ANY OF ITS REPRESENTATIVES OR AGENTS AS TO ANY MATTERS WHATSOEVER EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO ASBESTOSTO, UNDERGROUND TANKSSECTION 10, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY MAXIMUM EXTENT PERMITTED BY LAW, NO PATENT OR COMPLETENESS OF LATENT CONDITION AFFECTING THE PROPERTY IN ANY INFORMATION CONTAINED WITHIN THE BROCHUREWAY, WEBSITEWHETHER OR NOT KNOWN OR DISCOVERABLE OR HEREAFTER DISCOVERED, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON SHALL AFFECT BUYER’S OWN INVESTIGATIONSOBLIGATIONS HEREUNDER, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL NOR SHALL ANY SUCH CONDITION GIVE RISE TO ANY RIGHT OF THE FOREGOING MATTERSDAMAGES, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERSRESCISSION OR OTHERWISE AGAINST SELLER.
Appears in 2 contracts
Samples: Agreement of Purchase and Sale (Resource Real Estate Investors 6 LP), Agreement of Purchase and Sale (Resource Real Estate Investors 6 LP)
Property Condition. BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, OR PLAN OF ANY KIND MADE BY SELLER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: (i) THE PROPERTY’S COMPLIANCE, OR COMPLIANCE BY SELLER, WITH ANY LAWS, RULES, RESTRICTIVE COVENANTS, REGULATIONS OR ORDINANCES, INCLUDING, WITHOUT LIMITATION, ANY RELATING TO ZONING, LAND USE, ENVIRONMENTAL LAW, DANGEROUS CHEMICALS OR HAZARDOUS WASTE; (ii) THE AREA, SIZE, SHAPE, OR SHAPE OF THE PROPERTY; (iii) ALLOWABLE USES, ; (iv) ZONING, ; (v) SOIL TYPE OR QUALITY, ; (vi) FLOOD PLANES AND ZONES OR ZONES; (vii) TOPOLOGICAL CHARACTERISTICS OF THE LAND, ; (viii) THE PROPERTY MEETING STATE STANDARDS, ; (ix) ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER ENVIRONMENTAL CONCERNS; (x) MOLD; OR (xi) INSURABILITY. SELLER BUYER MAY BE RESPONSIBLE FOR THE MAINTENANCE OF ROADS AND RELATED DRAINAGE, IF ANY, SERVING THIS PROPERTY, AND UNLESS THERE IS AN OWNERSHIP INTEREST IN SUCH ROADS AND RELATED DRAINAGE BY GOVERNMENTAL AUTHORITIES, SAID GOVERNMENTAL AUTHORITY SHALL HAVE NO RESPONSIBILITY FOR SUCH MAINTENANCE. BUYER IS ADVISED TO VERIFY SCHOOL ZONES AND POSSIBLE SCHOOL AND GRADE LEVEL CAPS THROUGH THE LOCAL SCHOOL BOARD.SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT OR PROXIMATE PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON BUYER’S OWN THOROUGH INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL OF THE FOREGOING MATTERS, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERS.
Appears in 2 contracts
Property Condition. BUYER PURCHASER ACKNOWLEDGES THAT PURCHASER HAS INSPECTED OR WILL INSPECT THE PROPERTY PURSUANT TO THE PROVISIONS OF SECTION 3.06 HEREOF, TO ITS SATISFACTION AND AGREES IS QUALIFIED OR WILL RETAIN PERSONS THAT ARE QUALIFIED TO MAKE SUCH INSPECTION. PURCHASER ACKNOWLEDGES THAT IT IS FULLY RELYING ON PURCHASER’S (OR PURCHASER’S REPRESENTATIVES’) INSPECTIONS OF THE PROPERTY AND NOT UPON ANY STATEMENTS (ORAL OR WRITTEN) WHICH MAY HAVE BEEN MADE OR MAY BE MADE (OR PURPORTEDLY MADE) BY SELLER OR ANY OF ITS REPRESENTATIVES EXCEPT FOR SELLER’S REPRESENTATIONS AS EXPRESSLY SET FORTH HEREIN OR IN ANY OF THE DOCUMENTS DELIVERED AT CLOSING. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS (OR PURCHASER’S REPRESENTATIVES HAVE), OR PRIOR TO THE CLOSING DATE WILL HAVE, THE OPPORTUNITY TO THOROUGHLY INSPECT AND EXAMINE THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE CONDITION OF THE PROPERTY AND ALL OTHER ASPECTS OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TO, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, INCLUDING PROVIDED SELLER GRANTS CONSENT AS REQUIRED PURSUANT TO SECTION 3.06 HEREOF), AND PURCHASER ACKNOWLEDGES THAT PURCHASER IS RELYING SOLELY UPON ITS OWN (OR ITS REPRESENTATIVES’) INSPECTION, EXAMINATION AND EVALUATION OF THE REAL ESTATE PROPERTY. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS CONTRACT AND ANY PERSONAL THE PURCHASE, PURCHASER HEREBY AGREES TO ACCEPT THE PROPERTY AND FIXTURES CONVEYING WITH ON THE REAL ESTATE, IS SOLD CLOSING DATE IN ITS “AS IS” AND ”, “WHERE IS” IN ITS CURRENT CONDITION, “AND WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEERFAULTS, AND ALL AGENTS WITHOUT REPRESENTATIONS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, OR PLAN WARRANTIES OF ANY KIND MADE BY SELLER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEESKIND, EXPRESS OR IMPLIED, WRITTEN OR ORALARISING BY OPERATION OF LAW, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY OF ANY KIND WHATSOEVERTHE DOCUMENTS DELIVERED AT CLOSING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: IN CONNECTION WITH THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS SALE OF THE LANDPROPERTY TO PURCHASER, SELLER AND SELLER’S OFFICERS, AGENTS, DIRECTORS, EMPLOYEES, ATTORNEYS, CONTRACTORS AND AFFILIATES (“SELLER’S RELATED PARTIES”) HAVE MADE NO, AND SPECIFICALLY DISCLAIM, AND PURCHASER ACCEPTS THAT SELLER AND SELLER’S RELATED PARTIES HAVE DISCLAIMED, ANY AND ALL REPRESENTATIONS, GUARANTIES OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW (EXCEPT AS OTHERWISE PROVIDED IN THIS CONTRACT OR IN ANY OF THE DOCUMENTS DELIVERED AT CLOSING), OF OR RELATING TO THE PROPERTY, INCLUDING WITHOUT LIMITATION, OF OR RELATING TO (I) THE USE, INCOME POTENTIAL, EXPENSES, OPERATION, CHARACTERISTICS OR CONDITION OF THE PROPERTY MEETING OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION, WARRANTIES OF SUITABILITY, HABITABILITY, MERCHANTABILITY, TENANTABILITY, DESIGN OR FITNESS FOR ANY SPECIFIC OR A PARTICULAR PURPOSE, OR GOOD AND WORKMANLIKE CONSTRUCTION, (II) THE NATURE, MANNER, CONSTRUCTION, CONDITION, STATE STANDARDS, ENVIRONMENTAL HAZARDS OF REPAIR OR LACK THEREOF AFFECTING OF REPAIR OF ANY IMPROVEMENTS LOCATED ON THE USE PROPERTY, ON THE SURFACE OR SUBSURFACE THEREOF, WHETHER OR NOT OBVIOUS, VISIBLE OR APPARENT, (III) THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER (IV) THE ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS CONDITION OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON BUYER’S OWN INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL THE PRESENCE OR ABSENCE OF OR CONTAMINATION BY HAZARDOUS MATERIALS, OR THE COMPLIANCE OF THE FOREGOING MATTERSPROPERTY WITH REGULATIONS OR LAWS PERTAINING TO HEALTH OR THE ENVIRONMENT, INCLUDING REVIEW AND (V) THE SOIL CONDITIONS, DRAINAGE, FLOODING CHARACTERISTICS, UTILITIES OR OTHER CONDITIONS EXISTING IN, ON OR UNDER THE PROPERTY. PURCHASER ACKNOWLEDGES THAT ANY CONDITION OF THE PROPERTY WHICH PURCHASER DISCOVERS OR DESIRES TO CORRECT OR IMPROVE PRIOR TO OR AFTER THE CLOSING DATE SHALL BE AT PURCHASER’S SOLE EXPENSE. EXCEPT AS OTHERWISE PROVIDED IN THIS CONTRACT OR IN ANY OF THE DOCUMENTS DELIVERED AT CLOSING, PURCHASER, SOLELY ON ITS OWN BEHALF BUT NOT ON BEHALF OF ANY AND ALL DOCUMENTSTHIRD PARTY, INFORMATIONEXPRESSLY WAIVES (TO THE EXTENT ALLOWED BY APPLICABLE LAW) ANY CLAIMS UNDER FEDERAL LAW, AND ALL STATE OR OTHER FACTORS CONCERNING LAW THAT PURCHASER MIGHT OTHERWISE HAVE AGAINST SELLER RELATING TO THE PROPERTY AND SUCH MATTERSPAST, PRESENT OR FUTURE USE, CHARACTERISTICS OR CONDITION OF THE PROPERTY. THE PROVISIONS OF THIS SECTION 3.08 SHALL SURVIVE THE CLOSING.
Appears in 1 contract
Samples: Earnest Money Contract and Agreement (Nuvasive Inc)
Property Condition. BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN SECTION 9 HEREOF SHALL SURVIVE THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEERCLOSING FOR TWO (2) YEARS, AND ALL AGENTS THEREAFTER, SELLER SHALL HAVE NO LIABILITY WITH RESPECT TO SUCH REPRESENTATIONS AND SUB-AGENTS FROM ANY WARRANTIES. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND ALL CLAIMS LIABILITIESWARRANTIES MADE HEREIN, LOSSESBUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE, DAMAGES, COSTSDOES NOT MAKE, AND EXPENSES RESULTING THEREFROM SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, OR PLAN GUARANTIES OF ANY KIND MADE BY SELLEROR CHARACTER WHATSOEVER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, WRITTEN ORAL OR ORALWRITTEN, OF, AS TO, CONCERNING, OR WITH RESPECT TO, (I) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS WATER, SOIL AND GEOLOGY, (II) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH MAY BE CONDUCTED THEREON, (III) THE COMPLIANCE OF OR BY THE PROPERTY WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY KIND WHATSOEVERAPPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (IV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (V) THE INCOME TO BE DERIVED FROM OR EXPENSES TO BE INCURRED IN CONNECTION WITH THE PROPERTY, OR (VI) INFORMATION OR DOCUMENTS PREVIOUSLY FURNISHED TO BUYER OR FURNISHED TO BUYER PURSUANT TO THIS AGREEMENT, OR (VII) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. WITHOUT LIMITING THE GENERALITY SPECIFICALLY, BUT NOT IN LIMITATION OF THE FOREGOING, NO BUYER FURTHER ACKNOWLEDGES THAT, EXCEPT FOR SELLER'S REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 9 HEREOF, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY OTHER REPRESENTATIONS OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS WARRANTIES REGARDING COMPLIANCE OF THE LANDPROPERTY WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, THOSE PERTAINING TO SOLID WASTES AS DEFINED BY THE PROPERTY MEETING STATE STANDARDSU.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE OF THE PROPERTYPART 261. EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED BUYER SHALL RELY SOLELY ON BUYER’S ITS OWN INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING INVESTIGATION OF THE PROPERTY AND ALL OF THE FOREGOING MATTERSNOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER, INCLUDING REVIEW OF ITS AGENTS OR CONTRACTORS, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. SELLER SHALL NOT BE LIABLE OR BOUND IN ANY AND ALL DOCUMENTSMANNER BY ANY VERBAL OR WRITTEN STATEMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY AND SUCH MATTERSOR THE OPERATION THEREOF, FURNISHED BY ANY PARTY PURPORTING TO ACT ON BEHALF OF SELLER.
Appears in 1 contract
Samples: Repurchase and Agreement (Applied Molecular Evolution Inc)
Property Condition. THE BUYER IS AWARE AND ACKNOWLEDGES AND AGREES THAT THE PROPERTYSELLER IS SELLING A PROPERTY WHICH WAS, INCLUDING THE REAL ESTATE OR MAY BE, ACQUIRED BY SELLER THROUGH FORECLOSURE, DEED IN LIEU OF FORECLOSURE, OR SIMILAR PROCEEDING AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING THAT SELLER IS NOT FAMILIAR WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM CONDITION OF THE PROPERTY OR ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITHPORTION THEREOF. BUYER ACKNOWLEDGES THAT SELLER MAY BE EXEMPT FROM CERTAIN STATE LAW REQUIREMENTS REGARDING DELIVERY OF A STATE-MANDATED REAL ESTATE TRANSFER DISCLOSURE OR SIMILAR STATEMENT. BUYER IS AWARE THAT THE SUBJECT PROPERTY IS NOT NEW. BUYER AND AGREES FURTHER ACKNOWLEDGES THAT BUYER HAS NOT RELIED ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, THERE HAVES BEEN NO REPRESENTATION(S) OR PLAN OF ANY KIND WARRANTY(IES) MADE BY SELLER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OTHER PERSON ACTING AS SELLER’S REPRESENTATIVE AND/OR BUYER’S PURCHASE REPRESENTATIVE REGARDING THE CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, OF THE STRUCTURAL COMPONENTS THEREOF OR APPLIANCES THAT MAY BE CONTAINED THEREIN, IF ANY. IF INSPECTION REPORT(S) HAVE BEEN OBTAINED BY SELLER OR SELLER’S REPRESENTATIVE, AND SAID INSPECTION REPORT(S) ARE OR HAVE BEEN BEING PROVIDED TO THE BUYER, THEN SUCH REPORTS ARE PROVIDED TO THE BUYER FOR BUYER’S INFORMATION ONLY AND SHALL NOT BECOME A PART OF THE CONTRACT, NOR SHALL ANY SUCH REPORTS BE DEEMED TO CONSTITUTE ANY REPRESENTATION OR WARRANTY BY SELLER WITH RESPECT TO THE PROPERTY. SELLERUNLESS OTHERWISE SPECIFIED ON EXHIBIT A ATTACHED HERETO, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE SELLER HAS NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ACTUAL KNOWLEDGE OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LAND, THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE OF LATENT DEFECTS IN THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON BUYER’S OWN INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL OF THE FOREGOING MATTERS, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERS.
Appears in 1 contract
Samples: reore.com
Property Condition. BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED IS EXPERIENCED IN THE OWNERSHIP AND OPERATION OF PROPERTIES SIMILAR TO THE PROPERTY AND THAT BUYER PRIOR TO THE CLOSING DATE WILL HAVE INSPECTED THE PROPERTY TO ITS SATISFACTION AND IS QUALIFIED TO MAKE SUCH INSPECTION. BUYER ACKNOWLEDGES THAT IT IS FULLY RELYING ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, OR PLAN OF ANY KIND MADE BY SELLER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT BUYER’S (OR BUYER’S PURCHASE REPRESENTATIVES’) INSPECTIONS OF THE PROPERTY AND, EXCEPT FOR THE EXPRESS REPRESENTATIONS OF SELLER SET FORTH IN SECTION 17 BELOW NOT UPON ANY STATEMENTS (ORAL OR WRITTEN) WHICH MAY HAVE BEEN MADE OR MAY BE MADE (OR PURPORTEDLY MADE) BY SELLER OR ANY OF ITS REPRESENTATIVES INCLUDING BROKER. BUYER ACKNOWLEDGES THAT BUYER HAS (OR BUYER’S REPRESENTATIVES HAVE), OR PRIOR TO THE CLOSING DATE WELL HAVE, THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE CONDITION OF THE PROPERTY AND ALL OTHER ASPECTS OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TO, THE ENVIRONMENTAL CONDITION OF THE PROPERTY), AND BUYER ACKNOWLEDGES THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS OF SELLER SET FORTH IN SECTION 17 BELOW BUYER IS RELYING SOLELY UPON ITS OWN (OR ITS REPRESENTATIVES’) INSPECTION, EXAMINATION AND EVALUATION OF THE PROPERTY. SELLERAS A MATERIAL PART OF THE CONSIDERATION FOR THIS CONTRACT AND THE PURCHASE, AUCTIONEERBUYER HEREBY AGREES TO ACCEPT THE PROPERTY ON THE CLOSING DATE IN ITS “AS IS”, AGENTS “WHERE IS” CONDITION, WITH ALL FAULTS, AND SUB-AGENTS MAKE NO REPRESENTATIONS, WITHOUT REPRESENTATIONS AND WARRANTIES OR GUARANTEESOF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORALARISING BY OPERATION OF LAW, EXCEPT ONLY THE TITLE WARRANTIES EXPRESSLY SET FORTH IN THE DEED AND XXXX OF ANY KIND WHATSOEVERSALE DATED ON THE CLOSING DATE AND THE EXPRESS REPRESENTATIONS OF SELLER SET FORTH IN SECTION 17 BELOW. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: IN CONNECTION WITH THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS SALE OF THE LANDPROPERTY TO BUYER, THE SALE OF THE PROPERTY MEETING IS WITHOUT ANY WARRANTY, AND SELLER AND SELLER’S OFFICERS, AGENTS (INCLUDING BROKER), DIRECTORS, EMPLOYEES, ATTORNEYS, CONTRACTORS AND AFFILIATES (COLLECTIVELY, “SELLER’S RELATED PARTIES”) HAVE MADE NO, AND EXPRESSLY AND SPECIFICALLY DISCLAIM, AND BUYER ACCEPTS THAT SELLER AND SELLER’S RELATED PARTIES HAVE DISCLAIMED, ANY AND ALL REPRESENTATIONS, GUARANTIES OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW (EXCEPT AS TO TITLE AS HEREINABOVE PROVIDED), OF OR RELATING TO THE PROPERTY, INCLUDING WITHOUT LIMITATION, OF OR RELATING TO: (I) THE USE, INCOME POTENTIAL, EXPENSES, OPERATION, CHARACTERISTICS OR CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION, WARRANTIES OF SUITABILITY, HABITABILITY, MERCHANTABILITY, DESIGN OR FITNESS FOR ANY SPECIFIC PURPOSE OR A PARTICULAR PURPOSE, OR GOOD AND WORKMANLIKE CONSTRUCTION; (II) THE NATURE, MANNER, CONSTRUCTION, CONDITION, STATE STANDARDS, ENVIRONMENTAL HAZARDS OF REPAIR OR LACK THEREOF AFFECTING OF REPAIR OF ANY IMPROVEMENTS LOCATED ON THE USE PROPERTY, ON THE SURFACE OR SUBSURFACE THEREOF, WHETHER OR NOT OBVIOUS, VISIBLE OR APPARENT; (III) THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE PROPERTY; (IV) THE ENVIRONMENTAL CONDITION OF THE PROPERTY AND THE PRESENCE OR ABSENCE OF OR CONTAMINATION BY HAZARDOUS MATERIALS, MOLD, FUNGUS, MILDEW (OR OTHER SIMILAR ORGANISMS OR MATERIAL), LEAD PAINT, OR THE COMPLIANCE OF THE PROPERTY WITH ALL REGULATIONS OR LAWS PERTAINING TO HEALTH OR THE ENVIRONMENT, INCLUDING BUT NOT LIMITED TO, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY OTHER FEDERAL, STATE OR LOCAL LAW RELATING TO ASBESTOSTHE ENVIRONMENT, UNDERGROUND TANKSEACH AS MAY BE AMENDED FROM TIME TO TIME, ABOVE GROUND TANKSAND INCLUDING ANY AND ALL REGULATIONS, DUMPING GROUNDSRULES OR POLICIES PROMULGATED THEREUNDER (“ENVIRONMENTAL LAWS”); (V) THE QUALITY OF THE LABOR AND MATERIALS INCLUDED IN THE PROPERTY; AND (VI) THE SOIL CONDITIONS, DRAINAGE, FLOODING CHARACTERISTICS, UTILITIES OR OTHER CONDITIONS EXISTING IN, ON, OR UNDER THE PROPERTY. BUYER HEREBY EXPRESSLY AGREES TO ACCEPT THE PROPERTY SUBJECT TO ALL RISKS, LIABILITIES, CLAIMS, DAMAGES AND COSTS, INCLUDING ANY OTHER LIABILITY WITH RESPECT TO ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES LAWS (AND AGREES THAT XXXXX HAS RELIED SOLELY ON BUYER’S OWN INVESTIGATIONSSELLER SHALL NOT BE LIABLE FOR ANY ACTUAL, INSPECTIONS AND DUE DILIGENCE REGARDING SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATED TO THE PROPERTY AND ALL CONDITION OF THE FOREGOING MATTERSPROPERTY. BUYER EXPRESSLY WAIVES (TO THE EXTENT ALLOWED BY APPLICABLE LAW) ANY CLAIMS UNDER FEDERAL, INCLUDING REVIEW OF STATE OR OTHER LAW (INCLUDING, BUT NOT LIMITED TO COMMON LAW, WHETHER SOUNDING IN CONTRACT OR TORT, AND ANY AND ALL DOCUMENTSENVIRONMENTAL LAWS) THAT BUYER MIGHT OTHERWISE HAVE AGAINST SELLER OR BROKER RELATING TO THE USE, INFORMATION, AND ALL OTHER FACTORS CONCERNING CHARACTERISTICS OR CONDITION OF THE PROPERTY OR ANY OF THE OTHER MATTERS DESCRIBED IN THIS PARAGRAPH. BUYER SPECIFICALLY ACKNOWLEDGES THAT THE PROPERTY MAY BE LOCATED IN AN AREA, OR MAY BE IN A CONDITION, WHERE DAMPNESS, WATER PENETRATION OR WEATHER CONDITIONS PROMOTE OR HAVE RESULTED IN GROWTH OF MOLD, MILDEW, FUNGUS OR OTHER ORGANISMS AFFECTING THE IMPROVEMENTS AND SUCH MATTERSWHICH MAY BE HARMFUL TO HUMAN HEALTH OR AFFECT THE VALUE OF THE PROPERTY. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING AND SHALL INURE DIRECTLY TO THE BENEFIT OF BROKER AS WELL AS SELLER. Nothing in this Section 10 shall modify, abridge, or affect Seller’s representations set forth in Section 17 below, nor Seller’ s obligations under Section 18C below.
Appears in 1 contract
Samples: To Agreement (Inland American Real Estate Trust, Inc.)
Property Condition. THE BUYER IS AWARE AND ACKNOWLEDGES AND AGREES THAT THE PROPERTYPROPERTY WAS, INCLUDING THE REAL ESTATE OR MAY BE, ACQUIRED BY SELLER THROUGH FORECLOSURE, DEED IN LIEU OF FORECLOSURE, OR SIMILAR PROCEEDING AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING THAT SELLER IS NOT FAMILIAR WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM CONDITION OF THE PROPERTY OR ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITHPORTION THEREOF. BUYER ACKNOWLEDGES AND AGREES THAT SELLER MAY BE EXEMPT FROM CERTAIN STATE LAW REQUIREMENTS REGARDING DELIVERY OF A STATE-MANDATED REAL ESTATE TRANSFER DISCLOSURE OR SIMILAR STATEMENT. BUYER HAS IS AWARE THAT THE PROPERTY IS NOT RELIED ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, NEW. BUYER FURTHER ACKNOWLEDGES THAT THERE HAVE BEEN NO REPRESENTATION(S) OR PLAN OF ANY KIND WARRANTY(IES) MADE BY SELLER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OTHER PERSON ACTING AS SELLER’S REPRESENTATIVE AND/OR BUYER’S PURCHASE REPRESENTATIVE REGARDING THE CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, THE STRUCTURAL COMPONENTS THEREOF OR APPLIANCES THAT MAY BE CONTAINED THEREIN, IF ANY. IF INSPECTION REPORT(S) HAVE BEEN OBTAINED BY SELLER OR SELLER’S REPRESENTATIVE, AND SAID INSPECTION REPORT(S) ARE OR HAVE BEEN PROVIDED TO THE BUYER, THEN SUCH REPORTS ARE PROVIDED TO THE BUYER FOR BUYER’S INFORMATION ONLY AND SHALL NOT BECOME A PART OF THE CONTRACT, NOR SHALL ANY SUCH REPORTS BE DEEMED TO CONSTITUTE ANY REPRESENTATION OR WARRANTY BY SELLER WITH RESPECT TO THE PROPERTY. SELLERUNLESS OTHERWISE SPECIFIED ON EXHIBIT A ATTACHED HERETO, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE SELLER HAS NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ACTUAL KNOWLEDGE OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LAND, THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE OF LATENT DEFECTS IN THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON BUYER’S OWN INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL OF THE FOREGOING MATTERS, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERS.
Appears in 1 contract
Samples: media.reliancenetwork.com
Property Condition. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT AND/OR ANY SELLER’S DELIVERIES, BUYER ACKNOWLEDGES AND AGREES WITH SELLER THAT BUYER IS PURCHASING THE PROPERTY IN ITS "AS-IS, WHERE IS" CONDITION "WITH ALL FAULTS" AND DEFECTS AS OF THE CLOSING AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, AS TO ITS CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, OR ANY OTHER WARRANTY OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF SELLER. EXCEPT AS SPECIFICALLY SET FORTH HEREIN AND/OR ANY SELLER’S DELIVERIES, SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY; (B) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (C) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY; (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; (G) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER, OR ADJACENT TO THE PROPERTY OR ANY OTHER ENVIRONMENTAL MATTER OR PHYSICAL CONDITION OF THE PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT AND/OR ANY SELLER’S DELIVERIES, BUYER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY, INCLUDING THE REAL ESTATE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER SELLER HAS NOT RELIED ON MADE ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, INDEPENDENT INVESTIGATION OR PLAN VERIFICATION OF ANY KIND MADE BY SELLER, AUCTIONEER, OR ANY AGENTS SUCH INFORMATION AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LAND, THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION CONTAINED WITHIN PERTAINING TO THE BROCHURE, WEBSITEPROPERTY, OR INFORMATION PACKET THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON BUYER’S OWN INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL OF THE FOREGOING MATTERS, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERSPERSON.
Appears in 1 contract
Samples: Purchase Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.)
Property Condition. THE PROPERTY IS BEING SOLD IN AN “AS IS,” “WHERE IS” CONDITION AND “WITH ALL FAULTS” AS OF THE EFFECTIVE DATE, SUBJECT TO NORMAL WEAR AND TEAR AND DAMAGE BY FIRE OR OTHER CASUALTY AS SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER SELLER HAS NOT RELIED ON MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONREPRESENTATIONS, CLAIMWARRANTIES, ORAL UNDERSTANDINGPROMISES, ADVERTISINGCOVENANTS, PROMOTIONAL ACTIVITY, BROCHURE, AGREEMENTS OR PLAN GUARANTIES OF ANY KIND MADE BY SELLEROR CHARACTER WHATSOEVER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, WRITTEN ORAL OR ORALWRITTEN, PAST, PRESENT OR FUTURE, AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED AND/OR UNDERTAKEN BY SELLER OR BY ANY PARTNER, OFFICER, DIRECTOR, PERSON, FIRM, AGENT, ATTORNEY OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF ANY KIND WHATSOEVER. WITHOUT LIMITING SELLER AS TO, CONCERNING OR WITH RESPECT TO (I) THE GENERALITY CONDITION OR STATE OF REPAIR OF THE FOREGOINGPROPERTY; (II) THE COMPLIANCE OR NONCOMPLIANCE OF THE PROPERTY WITH ANY APPLICABLE LAWS, NO WARRANTIES REGULATIONS OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREAORDINANCES (INCLUDING, SIZEWITHOUT LIMITATION, SHAPE, ALLOWABLE USES, ANY APPLICABLE ZONING, SOIL TYPE BUILDING, HANDICAPPED ACCESSIBILITY, OR QUALITYDEVELOPMENT LAWS, FLOOD PLANES CODES, RULES AND ZONES REGULATIONS); THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR TOPOLOGICAL CHARACTERISTICS FITNESS FOR A PARTICULAR PURPOSE OF THE LANDPROPERTY; (III) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED WITHIN THE PROPERTY; (IV) THE SUITABILITY OF THE PROPERTY MEETING FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (V) THE VALUE, EXPENSE OF OPERATION, OR INCOME POTENTIAL OF THE PROPERTY; (VI) ANY OTHER FACT OR CONDITION WHICH HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, STATE STANDARDSOF REPAIR, ENVIRONMENTAL HAZARDS COMPLIANCE, VALUE, EXPENSE OF OPERATION OR LACK THEREOF AFFECTING INCOME POTENTIAL OF THE USE PROPERTY OR ANY PORTION THEREOF; OR (VII) WHETHER THE PROPERTY CONTAINS ASBESTOS OR ANY OTHER HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES OR PERTAINING TO THE EXTENT, LOCATION OR NATURE OF SAME, OR THE CONDITION OF THE PROPERTY, INCLUDING BUT WITHOUT LIMITATION, WATER, SOIL, AND GEOLOGY. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT AND THE EXHIBITS HERETO ANNEXED, WHICH ALONE FULLY AND COMPLETELY EXPRESS THEIR AGREEMENT. BUYER SHALL NOT LIMITED RELY UPON ANY STATEMENT OR REPRESENTATION BY OR ON BEHALF OF SELLER UNLESS SUCH STATEMENT OR REPRESENTATION IS SPECIFICALLY SET FORTH IN THIS AGREEMENT. UNLESS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, BUYER WAIVES AND RELEASES SELLER FROM ANY PRESENT OR FUTURE CLAIMS ARISING FROM OR RELATING TO THE PRESENCE OR ALLEGED PRESENCE OF ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES IN, ON, UNDER OR ABOUT THE PROPERTY INCLUDING, WITHOUT LIMITATION, ANY CLAIMS UNDER OR ON ACCOUNT OF (I) THE COMPREHENSIVE ENVIRONMENTAL CONCERNSRESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS THE SAME MAY HAVE BEEN OR MAY BE AMENDED FROM TIME TO TIME; (II) ANY OTHER FEDERAL, STATE OR LOCAL LAW, ORDINANCE, RULE OR REGULATION, NOW OR HEREAFTER IN EFFECT, THAT DEALS WITH OR OTHERWISE IN ANY MANNER RELATES TO ENVIRONMENTAL MATTERS OF ANY KIND; OR (III) THIS AGREEMENT OR THE COMMON LAW. THE TERMS AND PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE CLOSING HEREUNDER. BUYER ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF PROPERTY. BUYER IS ACQUIRING THE PROPERTY “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” IN ITS PRESENT STATE AND CONDITION, WITHOUT REPRESENTATION OR WARRANTY BY SELLER MAKES NO WARRANTIES OR REPRESENTATIONS ANY OF ITS REPRESENTATIVES OR AGENTS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLERANY MATTERS WHATSOEVER EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY MAXIMUM EXTENT PERMITTED BY LAW, NO PATENT OR COMPLETENESS OF LATENT CONDITION AFFECTING THE PROPERTY IN ANY INFORMATION CONTAINED WITHIN THE BROCHUREWAY, WEBSITEWHETHER OR NOT KNOWN OR DISCOVERABLE OR HEREAFTER DISCOVERED, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON SHALL AFFECT BUYER’S OWN INVESTIGATIONSOBLIGATIONS HEREUNDER, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL NOR SHALL ANY SUCH CONDITION GIVE RISE TO ANY RIGHT OF THE FOREGOING MATTERSDAMAGES, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERSRESCISSION OR OTHERWISE AGAINST SELLER.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Resource Real Estate Investors 6 LP)
Property Condition. BUYER ACKNOWLEDGES AND AGREES THAT IS PURCHASING THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “ON AN "AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION" BASIS, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, OR PLAN PROBLEMS OF ANY KIND MADE BY SELLERAND NATURE, AUCTIONEERKNOWN OR UNKNOWN, PATENT OR LATENT, OF A PHYSICAL, ENVIRONMENTAL, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT LEGAL CONCERN, OR BUYER’S OTHERWISE. THE PURCHASE PRICE REFLECTS THE EXISTING CONDITION OF THE PROPERTYPROPERTY AND ANY DAMAGE OR DETRIMENT BUYER MAY SUFFER BY REASON OF THE CONDITION OF THE PROPERTY IS FULLY COMPENSATED FOR BY THE PURCHASE PRICE. SELLERBUYER EXPRESSLY ACKNOWLEDGES THAT, AUCTIONEERIN CONSIDERATION OF THE AGREEMENT OF SELLER TO PROCEED WITH THE AUCTION PROCESS, AGENTS SELLER MAKES NO WARRANTY OR REPRESENTATION (OTHER THAN AS EXPRESSLY PROVIDED IN THE CONTRACT AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEESIN THE DOCUMENTS TO BE EXECUTED AT CLOSING), EXPRESS OR IMPLIED, WRITTEN OR ORALARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, TITLE (OTHER THAN THE SPECIAL WARRANTY OF TITLE WITH RESPECT TO THE REAL PROPERTY), HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTY OR ANY KIND WHATSOEVERPORTION THEREOF. WITHOUT LIMITING BUYER EXPRESSLY REPRESENTS AND WARRANTS TO SELLER AND AUCTIONEER THAT PRIOR TO ENTERING INTO THIS CONTRACT, BUYER HAS HAD THE GENERALITY OPPORTUNITY TO AND HAS CONDUCTED ANY AND ALL INSPECTIONS, TESTS AND EXAMINATIONS OF THE FOREGOINGPROPERTY THAT ARE MATERIAL TO BUYER’S DECISION TO PURCHASE THE PROPERTY AND HAS FURTHER HAD THE OPPORTUNITY TO, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN AND HAS CONSULTED WITH ANY ATTORNEYS THAT BUYER CHOOSES, PRIOR TO ENTERING INTO THIS CONTRACT. BUYER ACKNOWLEDGES THAT SELLER WOULD NOT BE WILLING TO SELL THE PROPERTY TO BUYER UNLESS THE FOREGOING PROVISIONS WERE INCLUDED IN AND MADE REGARDING: AN EXPRESS TERM OF ALL AGREEMENTS RELATING TO THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS SALE OF THE LANDPROPERTY TO BUYER. AFTER CLOSING, AS BETWEEN BUYER AND SELLER, THE PROPERTY MEETING STATE STANDARDSRISK OF LIABILITY OR EXPENSE FOR ENVIRONMENTAL PROBLEMS, EVEN IF ARISING FROM EVENTS OCCURRING BEFORE CLOSING, WILL BE THE SOLE RESPONSIBILITY OF BUYER, REGARDLESS OF WHETHER THE ENVIRONMENTAL HAZARDS PROBLEMS WERE KNOWN OR LACK THEREOF UNKNOWN AT CLOSING. ONCE CLOSING HAS OCCURRED, BUYER INDEMNIFIES, HOLDS HARMLESS, AND RELEASES SELLER FROM LIABILITY FOR ANY LATENT DEFECTS AND FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE USE OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOSLIABILITY UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, UNDERGROUND TANKSCOMPENSATION, ABOVE GROUND TANKSAND LIABILITY ACT (CERCLA), DUMPING GROUNDSTHE RESOURCE CONSERVATION AND RECOVERY ACT (RCRA), THE TEXAS SOLID WASTE DISPOSAL ACT, OR THE TEXAS WATER CODE. BUYER INDEMNIFIES, HOLDS HARMLESS, AND RELEASES SELLER FROM ANY OTHER LIABILITY FOR ENVIRONMENTAL CONCERNSPROBLEMS AFFECTING THE PROPERTY ARISING AS THE R ESULT OF SELLER’S OWN NEGLIGENCE OR THE NEGLIGENCE OF SELLER’S REPRESENTATIVES. BUYER INDEMNIFIES, HOLDS HARMLESS, AND RELEASES SELLER MAKES NO WARRANTIES FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY ARISING AS THE RESULT OF THEORIES OF PRODUCTS LIABILITY AND STRICT LIABILITY, OR REPRESENTATIONS AS UNDER NEW LAWS OR CHANGES TO MATTER EXISTING LAWS ENACTED AFTER THE EFFECTIVE DATE THAT WOULD OTHERWISE IMPOSE ON SELLERS IN THIS TYPE OF TRANSACTION NEW LIABILITIES FOR ENVIRONMENTAL PROBLEMS AFFECTING ADJACENT PARCELSTHE PROPERTY. ALL DISCLAIMERS AND ENVIRONMENTAL PROVISIONS SHALL SURVIVE THE CLOSING AND SHALL, AT THE ELECTION OF SELLER, AUCTIONEER, AGENTS BE REPEATED IN THE DEED AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIALINSTRUMENTS EXECUTED AND DELIVERED BY SELLER AT CLOSING. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON BUYER’S OWN INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL OF THE FOREGOING MATTERS, INCLUDING REVIEW PROVISIONS OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THIS PARAGRAPH 3.2 WILL SURVIVE THE PROPERTY AND SUCH MATTERSCLOSING.
Appears in 1 contract
Samples: Earnest Money Contract
Property Condition. BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE AND HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY, OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, OR CONCERNING (i) THE PROPERTYNATURE, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATESQUARE FOOTAGE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHUREVALUE, OR PLAN OF ANY KIND MADE BY SELLER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LAND, THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE QUALITY OF THE PROPERTY, INCLUDING BUT NOT BY WAY OF LIMITATION, THE WATER, THE SOIL, AND GEOLOGY, AND THE SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY ELECT TO CONDUCT THEREON, (ii) THE MANNER, CONSTRUCTION, CONDITION, QUALITY, THE STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE PROPERTY, (iii) EXCEPT FOR ANY WARRANTIES CONTAINED IN THE DEED, THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION, OR OTHERWISE, (iv) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES, OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY, AND (v) THE INCOME TO BE DERIVED FROM THE PROPERTY. XXXXX HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER HAS THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY. BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PROPERTY BY BUYER AND THAT BUYER IS PURCHASING THE PROPERTY ON AN “AS IS, WHERE IS” AND “WITH ALL FAULTS” BASIS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER AND BUYER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, SELLER MAKES NO WARRANTY OF REPRESENTATION EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO ASBESTOSANY WARRANTY OF CONDITION, UNDERGROUND TANKSHABITABILITY, ABOVE GROUND TANKSMERCHANTABILITY, DUMPING GROUNDSOR FITNESS FOR A PARTICULAR PURPOSE EXCEPT AS OTHERWISE SPECIFIED HEREIN. IT IS FURTHER AGREED THAT SELLER HAS NOT WARRANTED, AND DOES NOT HEREBY WARRANT THAT THE PROPERTY OR ANY IMPROVEMENTS LOCATED THEREON NOW OR IN THE FUTURE WILL MEET OR COMPLY WITH THE REQUIREMENTS OF ANY SAFETY CODE OR REGULATION OF THE STATE OF TEXAS, THE CITY WHERE THE PROPERTY IS LOCATED, THE COUNTY WHERE THE PROPERTY IS LOCATED, OR ANY OTHER ENVIRONMENTAL CONCERNSAUTHORITY OR JURISDICTION. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS XXXXX HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE BUYER TO MATTER AFFECTING ADJACENT PARCELSEVALUATE THE MERIT AND RISKS OF THE TRANSACTION CONTEMPLATED HEREBY. BUYER IS NOT IN A DISPARATE BARGAINING POSITION VIS-À-VIS SELLER, AUCTIONEERAND BUYER HEREBY WAIVES, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS, BENEFITS AND REMEDIES UNDER THE TEXAS DECEPTIVE TRADE PRACTICES – CONSUMER PROTECTION ACT WITH RESPECT TO ANY MATTERS PERTAINING TO THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY. IT IS FURTHER AGREED THAT SELLER DOES NOT MAKE ANY REPRESENTATION OF WARRANTIES REGARDING ENVIRONMENTAL PROTECTION, POLLUTION, OR COMPLETENESS LAND USE LAWS, REGULATIONS, ORDERS OF REQUIREMENTS, INCLUDING BUT NOT LIMITED TO SOLID WASTE AS DEFINED IN THE TEXAS SOLID WASTE DISPOSAL ACT AND THE REGULATIONS ADOPTED THEREUNDER OR THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, OF THE DISPOSAL OR EXISTENCE IN, ON OR EMANATING FROM THE PROPERTY, OF ANY INFORMATION CONTAINED WITHIN HAZARDOUS SUBSTANCE, AS DEFINED BY THE BROCHURECOMPREHENSIVE REGULATIONS PROMULGATED THEREUNDER. BUYER HEREBY ASSUMES ALL RISKS AND LIABILITY AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, WEBSITEDIRECT, INDIRECT, CONSEQUENTIAL, OR INFORMATION PACKET OTHER DAMAGES RESULTING OR ANY OTHER MATERIALARISING FROM OR RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PROPERTY. XXXXX, FURTHER, XXXXX FURTHER ACKNOWLEDGES AND AGREES THAT XXXXX SELLER HAS RELIED SOLELY ON BUYER’S OWN INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING OWNED THE PROPERTY ONLY SINCE THE DATE OF SUCH TRANSFER AND ALL IS NOT IN A POSITION TO MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE PROPERTY. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OF INFORMATION PERTAINING TO THE FOREGOING MATTERSPROPERTY, INCLUDING REVIEW OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON. THE PROVISIONS OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THIS SECTION SHALL SURVIVE THE PROPERTY AND SUCH MATTERSCLOSING.
Appears in 1 contract
Samples: www.greatwesternauctioneering.com
Property Condition. BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS,” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, OR PLAN OF ANY KIND MADE BY SELLER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LAND, THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON BUYER’S OWN THOROUGH INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL OF THE FOREGOING MATTERS, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERS.
Appears in 1 contract
Property Condition. (a) As-Is Sale. BUYER ACKNOWLEDGES THAT PRIOR TO CLOSING IT WILL HAVE HAD THE OPPORTUNITY TO INSPECT THE PROPERTY AND OBSERVE THE PHYSICAL CHARACTERISTICS AND CONDITION OF THE PROPERTY AND ANY AND ALL OTHER MATTERS, AS TO, CONCERNING OR WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO THE PROPERTY OR THIS AGREEMENT OR OF CONCERN TO BUYER (COLLECTIVELY, THE "PROPERTY CONDITION"), INCLUDING, BUT NOT LIMITED TO: THE CONDITION OF TITLE OF THE PROPERTY (INCLUDING ANY AND ALL MATTERS AFFECTING THE TITLE OF THE PROPERTY); THE PHYSICAL AND/OR ENVIRONMENTAL CONDITION OF THE PROPERTY, WATER, SOIL, PEST AND GEOLOGICAL CONDITIONS OF THE PROPERTY; THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND/OR USES WHICH MAY BE CONDUCTED THEREON; THE COMPLIANCE OF OR BY THE PROPERTY WITH ANY AND ALL LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY (INCLUDING ENVIRONMENTAL, ZONING, BUILDING CODES, AND THE STATUS OF ANY DEVELOPMENT OR USE RIGHTS RESPECTING THE PROPERTY); THE ECONOMIC OR ENGINEERING FEASIBILITY OF ANY ALTERATION, RENOVATION OR OTHER DEVELOPMENT OF THE PROPERTY THAT MAY BE CONTEMPLATED BY BUYER; THE AVAILABILITY OF PERMITS, LICENSES AND APPROVALS RESPECTING THE PROPERTY; THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; AND THE PHYSICAL CONDITION OF THE IMPROVEMENTS, INCLUDING CONSTRUCTION DEFECTS, DEFERRED MAINTENANCE, AND ANY AND ALL OTHER ADVERSE PHYSICAL CONDITIONS OR DEFECTS. BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SET FORTH IN SECTION 9(b) BELOW, OR EXPRESS REPRESENTATIONS AND WARRANTIES IN ANY OTHER CLOSING DOCUMENT BETWEEN BUYER AND SELLER, NEITHER SELLER NOR ANY OF SELLER’S EMPLOYEES, AGENTS OR REPRESENTATIVES HAS MADE ANY REPRESENTATIONS, WARRANTIES, GUARANTIES OR AGREEMENTS, EXPRESS OR IMPLIED, BY OR ON BEHALF OF SELLER AS TO ANY MATTERS CONCERNING THE PROPERTY CONDITION. EXCEPT AS SET FORTH IN SECTION (b) BELOW, OR EXPRESS REPRESENTATIONS AND WARRANTIES IN ANY OTHER CLOSING DOCUMENT BETWEEN BUYER AND SELLER, SELLER DISCLAIMS ANY AND ALL SUCH STATEMENTS, REPRESENTATIONS, WARRANTIES, GUARANTIES, AGREEMENTS OR INFORMATION, AND BUYER AGREES THAT ANY INACCURACY OR DEFICIENCY IN INFORMATION, ADVICE OR DOCUMENTS GIVEN TO BUYER SHALL BE SOLELY THE RESPONSIBILITY AND RISK OF BUYER, AND SHALL NOT BE CHARGEABLE IN ANY RESPECT TO SELLER. BUYER ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY STATEMENT OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, THAT HAS BEEN MADE OR THAT IN THE FUTURE MAY BE MADE BY SELLER OR ANY OF SELLER'S EMPLOYEES, AGENTS, ATTORNEYS OR REPRESENTATIVES CONCERNING THE PROPERTY CONDITION (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO TAX CONSEQUENCES, UTILITIES, OPERATING HISTORY OR PROJECTIONS, OR VALUATION). BUYER HEREBY ACKNOWLEDGES AND AGREES THAT THE PROPERTYPROPERTY IS TO BE PURCHASED, INCLUDING THE REAL ESTATE CONVEYED AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATEACCEPTED BY BUYER IN ITS PRESENT CONDITION, IS SOLD “"AS IS” AND “," "WHERE IS” " AND "WITH ALL FAULTS," AND THAT NO PATENT OR LATENT DEFECT OR DEFICIENCY IN ITS CURRENT THE PROPERTY CONDITION, “WITH ALL FAULTS WHETHER OR NOT KNOWN OR DISCOVERED, SHALL AFFECT THE RIGHTS OF EITHER SELLER OR BUYER HEREUNDER NOR SHALL THE PURCHASE PRICE BE REDUCED AS A CONSEQUENCE THEREOF. AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES DELIVERY OF THIS AGREEMENT BY SELLER, AUCTIONEERBUYER FURTHER UNDERSTANDS, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIESACKNOWLEDGES, LOSSESREPRESENTS, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES WARRANTS AND AGREES THAT BUYER IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED BUYER OF COMMERCIAL REAL PROPERTY, BUYER IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF PURCHASING THE PROPERTY, AND BUYER HAS RELIED AND SHALL RELY ON ITS OWN EXPERTISE IN EVALUATING SUCH MERITS AND RISKS AND PURCHASING THE PROPERTY AND DETERMINING THE TERMS AND CONDITIONS APPLICABLE TO THE PURCHASE THEREOF (INCLUDING, Property Purchase Agreement 0000 Xxxxxxxx Xxxxx, Xxxxxx, XX 00000 Page 7 of 27 WITHOUT LIMITATION, THE PURCHASE PRICE PAID BY BUYER THEREFOR). AS OF THE DUE DILIGENCE DEADLINE, BUYER WILL HAVE EXAMINED, REVIEWED AND INSPECTED THE PROPERTY, THE CONDITION THEREOF, AND OTHER MATTERS WHICH, IN BUYER'S JUDGMENT, BEAR UPON THE PROPERTY AND ITS VALUE AND SUITABILITY FOR BUYER'S PURPOSES (INCLUDING, WITHOUT LIMITATION, THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY). UPON CLOSING, BUYER WILL ACQUIRE THE PROPERTY SOLELY ON THE BASIS OF ITS OWN EXAMINATIONS, REVIEWS AND INSPECTIONS AND THE TITLE INSURANCE PROTECTION AFFORDED BY THE OWNER’S TITLE POLICY ISSUED TO BUYER BY THE TITLE COMPANY. UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT PROPERTY CONDITIONS MAY NOT RELIED HAVE BEEN REVEALED BY XXXXX'S INVESTIGATIONS AND THAT ADVERSE MATTERS, INCLUDING, WITHOUT LIMITATION, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND/OR ENVIRONMENTAL CONDITIONS, MAY HAVE NOT BEEN REVEALED BY BUYER’S INVESTIGATIONS. THE RELEASE AND WAIVER OF CLAIMS SET FORTH BELOW SHALL BE REFERRED TO AS THE "RELEASE." UPON THE CLOSING, TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, BUYER, ON ITS OWN BEHALF AND ON BEHALF OF EACH OF ITS SUCCESSORS AND ASSIGNS AND EACH AND ALL OF ITS AND THEIR RESPECTIVE MEMBERS, MANAGERS, PARTNERS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SERVANTS, PARENTS, AFFILIATES AND SUBSIDIARIES, AND ANY REPRESENTATIONOTHER PERSON OR ENTITY ACTION ON BUYER’S BEHALF OR OTHERWISE RELATED TO OR AFFILIATED WITH BUYER, CLAIMAND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, ORAL UNDERSTANDING"WAIVER PARTIES"), ADVERTISINGRELEASES EACH OF THE SELLER PARTIES FROM, PROMOTIONAL ACTIVITYAND WAIVES ANY AND ALL LIABILITY, BROCHURECLAIMS, DEMANDS, DAMAGES AND COSTS (INCLUDING ATTORNEYS' FEES AND EXPENSES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, FOR, ARISING OUT OF, OR PLAN ATTRIBUTABLE TO, ANY AND ALL PROPERTY CONDITIONS, WHETHER NOW KNOWN OR UNKNOWN, WHETHER FORESEEABLE OR UNFORESEEABLE, WHETHER UNDER ANY FOREIGN, FEDERAL, STATE OR LOCAL LAW (BOTH STATUTORY AND NON-STATUTORY), AND, WHETHER ASSERTED OR DEMANDED BY A THIRD PARTY AGAINST ANY OF THE WAIVER PARTIES OR INCURRED DIRECTLY OR INDIRECTLY BY ANY KIND MADE BY SELLEROF THE WAIVER PARTIES THEMSELVES, AUCTIONEERTHAT ANY OF THE WAIVER PARTIES MAY NOW OR HEREAFTER HAVE AGAINST ANY OF THE SELLER PARTIES (COLLECTIVELY, OR ANY AGENTS "CLAIMS"), AND SUB-AGENTS THAT ARISE IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE IN ANY WAY ARE RELATED TO THE PHYSICAL CONDITION OF THE PROPERTY. SELLERPROPERTY (INCLUDING, AUCTIONEERWITHOUT LIMITATION, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONSANY LATENT OR PATENT CONSTRUCTION DEFECTS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LANDENVIRONMENTAL CONDITIONS), THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE FINANCIAL CONDITION OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOSTHE VALUE OF THE PROPERTY OR ITS SUITABILITY FOR BUYER'S USE, UNDERGROUND TANKSTHE OWNERSHIP, ABOVE GROUND TANKSMANAGEMENT OR OPERATION OF THE PROPERTY, DUMPING GROUNDSVIOLATIONS OF APPLICABLE LAWS (INCLUDING, OR WITHOUT LIMITATION, ENVIRONMENTAL LAWS), ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLERMATTERS REGARDING THE PROPERTY, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO AND/OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON BUYER’S OWN INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING REVIEWED BY BUYER IN CONNECTION WITH ITS INVESTIGATIONS OF THE PROPERTY AND WHICH MAY HAVE BEEN RELIED UPON BY BUYER IN DECIDING TO PURCHASE THE PROPERTY. BUYER SHALL NOT LOOK TO SELLER OR ANY SELLER PARTY IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS FOR RELIEF. BUYER Property Purchase Agreement 0000 Xxxxxxxx Xxxxx, Xxxxxx, XX 00000 Page 8 of 27 ACKNOWLEDGES THAT SELLER SHALL NOT BE RESPONSIBLE FOR, AND SELLER SHALL HAVE NO RESPONSIBILITY FOR CORRECTING OR IMPROVING, ANY CONDITION OF THE PROPERTY THAT BUYER DISCOVERS OR DESIRES TO CORRECT OR IMPROVE PRIOR TO OR AFTER THE CLOSING. BUYER ACKNOWLEDGES THAT THIS WAIVER AND RELEASE IS VOLUNTARY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE AND IS GIVEN AS PART OF THE CONSIDERATION FOR THE AGREEMENTS SET FORTH HEREIN. THE FOREGOING RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING THOSE RELATED TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OR ACTION. XXXXX EXPRESSLY ACKNOWLEDGES THAT BUYER MAY HEREAFTER OR AFTER THE CLOSING DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE THAT IT NOW BELIEVES TO BE TRUE WITH RESPECT TO THE RELEASE OF CLAIMS. XXXXX AGREES THAT THE FOREGOING RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING SUCH DIFFERENT OR ADDITIONAL FACTS. BUYER HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND UNDERSTANDS THE SIGNIFICANCE OF THE FOREGOING RELEASE AND WAIVER, AND BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS PARAGRAPH AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS PARAGRAPH ARE A MATERIAL PART OF THIS AGREEMENT. BY ITS INITIALS BELOW, BUYER ACKNOWLEDGES THAT IT FULLY UNDERSTANDS, APPRECIATES AND ACCEPTS ALL OF THE TERMS OF THIS PARAGRAPH AND THE FOREGOING MATTERSRELEASE AND WAIVER. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, INCLUDING REVIEW THE FOREGOING RELEASE AND WAIVER SHALL NOT APPLY TO (I) ANY CLAIMS ARISING FROM FRAUD OR INTENTIONAL MISREPRESENTATION BY ANY OF THE SELLER PARTIES, (II) POST-CLOSING DEFAULTS (DEFINED BELOW) (BUT SUBJECT TO THE PROVISIONS OF PARAGRAPH 7(b)(ii)), OR (III) A BREACH OF ANY REPRESENTATION OR WARRANTY BY SELLER SET FORTH IN THIS AGREEMENT, OR EXPRESS REPRESENTATIONS AND ALL DOCUMENTSWARRANTIES IN ANY OTHER CLOSING DOCUMENT BETWEEN BUYER AND SELLER, INFORMATION, AND ALL OTHER FACTORS CONCERNING WHICH IS DISCOVERED WITHIN THE PROPERTY AND SUCH MATTERSFIRST NINE (9) MONTHS AFTER THE CLOSING DATE.
Appears in 1 contract
Samples: Property Purchase Agreement and Escrow Instructions (LEGALZOOM.COM, Inc.)
Property Condition. BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS,” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM THEREFROM, OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, OR PLAN OF ANY KIND MADE BY SELLER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LAND, THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON BUYER’S OWN THOROUGH INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL OF THE FOREGOING MATTERS, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERS.
Appears in 1 contract
Property Condition. BUYER EXPRESSLY AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROPERTY AND ANY IMPROVEMENTS THEREON ARE CONVEYED “AS IS, WHERE IS, WITH ALL FAULTS” AND SELLER, ANY BROKER OR AGENT OF SELLER, EXPRESSLY DISCLAIM, AND BUYER ACKNOWLEDGES AND AGREES ACCEPTS THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEERANY BROKER OR AGENT OF SELLER HAS DISCLAIMED, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, OR PLAN OF ANY KIND MADE BY SELLER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEESGUARANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LAND, THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS IMPLIED (EXCEPT AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS TITLE AS HEREIN PROVIDED AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON BUYER’S OWN INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL OF THE FOREGOING MATTERS, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS LIMITED) CONCERNING THE PROPERTY AND ANY IMPROVEMENTS THEREON, INCLUDING WITHOUT LIMITATION, (I) THE PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY AND ANY IMPROVEMENTS THEREON, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY SUCH MATTERSIMPROVEMENTS, (iii) ANY ENVIRONMENTAL MATTERS RELATING TO THE PROPERTY, AND (iv) THE MANNER, QUALITY, STATE OF REPAIR, OR LACK OF REPAIR OF THE PROPERTY AND ANY IMPROVEMENTS THEREON. XXXXX AGREES THAT IT HAS NOT RELIED UPON ANY INFORMATION, STATEMENTS OR REPRESENTATIONS MADE OR PROVIDED BY SELLER IN DECIDING TO ENTER INTO THIS CONTRACT.
Appears in 1 contract
Samples: express-images.franklymedia.com
Property Condition. THE PROPERTY IS BEING SOLD IN AN “AS IS,” “WHERE IS” CONDITION AND “WITH ALL FAULTS” AS OF THE EFFECTIVE DATE, SUBJECT TO NORMAL WEAR AND TEAR AND DAMAGE BY FIRE OR OTHER CASUALTY AS SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT OTHER THAN THE PROPERTY, INCLUDING THE REAL ESTATE SPECIFIC REPRESENTAIONS AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” WARRANTIES CONTAINED IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEERTHIS AGREEMENT, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIESTHOSE IN THE DEED, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER SELLER HAS NOT RELIED ON MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONOTHER REPRESENTATIONS, CLAIMWARRANTIES, ORAL UNDERSTANDINGPROMISES, ADVERTISINGCOVENANTS, PROMOTIONAL ACTIVITY, BROCHURE, AGREEMENTS OR PLAN GUARANTIES OF ANY KIND MADE BY SELLEROR CHARACTER WHATSOEVER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, WRITTEN ORAL OR ORALWRITTEN, PAST, PRESENT OR FUTURE, AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED AND/OR UNDERTAKEN BY SELLER OR BY ANY PARTNER, OFFICER, DIRECTOR, PERSON, FIRM, AGENT, ATTORNEY OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF ANY KIND WHATSOEVER. WITHOUT LIMITING SELLER AS TO, CONCERNING OR WITH RESPECT TO (I) THE GENERALITY CONDITION OR STATE OF REPAIR OF THE FOREGOINGPROPERTY; (II) THE COMPLIANCE OR NONCOMPLIANCE OF THE PROPERTY WITH ANY APPLICABLE LAWS, NO WARRANTIES REGULATIONS OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREAORDINANCES (INCLUDING, SIZEWITHOUT LIMITATION, SHAPE, ALLOWABLE USES, ANY APPLICABLE ZONING, SOIL TYPE BUILDING, HANDICAPPED ACCESSIBILITY, OR QUALITYDEVELOPMENT LAWS, FLOOD PLANES CODES, RULES AND ZONES REGULATIONS); THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR TOPOLOGICAL CHARACTERISTICS FITNESS FOR A PARTICULAR PURPOSE OF THE LANDPROPERTY; (III) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED WITHIN THE PROPERTY; (IV) THE SUITABILITY OF THE PROPERTY MEETING FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (V) THE VALUE, EXPENSE OF OPERATION, OR INCOME POTENTIAL OF THE PROPERTY; (VI) ANY OTHER FACT OR CONDITION WHICH HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, STATE STANDARDSOF REPAIR, ENVIRONMENTAL HAZARDS COMPLIANCE, VALUE, EXPENSE OF OPERATION OR LACK THEREOF AFFECTING INCOME POTENTIAL OF THE USE PROPERTY OR ANY PORTION THEREOF; OR (VII) WHETHER THE PROPERTY CONTAINS ASBESTOS OR ANY OTHER HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES OR PERTAINING TO THE EXTENT, LOCATION OR NATURE OF SAME, OR THE CONDITION OF THE PROPERTY, INCLUDING BUT WITHOUT LIMITATION, WATER, SOIL, AND GEOLOGY. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT AND THE EXHIBITS HERETO ANNEXED, WHICH ALONE FULLY AND COMPLETELY EXPRESS THEIR AGREEMENT. BUYER SHALL NOT LIMITED RELY UPON ANY STATEMENT OR REPRESENTATION BY OR ON BEHALF OF SELLER UNLESS SUCH STATEMENT OR REPRESENTATION IS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER WAIVES AND RELEASES SELLER FROM ANY PRESENT OR FUTURE CLAIMS ARISING FROM OR RELATING TO THE PRESENCE OR ALLEGED PRESENCE OF ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES IN, ON, UNDER OR ABOUT THE PROPERTY INCLUDING, WITHOUT LIMITATION, ANY CLAIMS UNDER OR ON ACCOUNT OF (I) THE COMPREHENSIVE ENVIRONMENTAL CONCERNSRESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS THE SAME MAY HAVE BEEN OR MAY BE AMENDED FROM TIME TO TIME; (II) ANY OTHER FEDERAL, STATE OR LOCAL LAW, ORDINANCE, RULE OR REGULATION, NOW OR HEREAFTER IN EFFECT, THAT DEALS WITH OR OTHERWISE IN ANY MANNER RELATES TO ENVIRONMENTAL MATTERS OF ANY KIND; OR (III) THIS AGREEMENT OR THE COMMON LAW. THE TERMS AND PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE CLOSING HEREUNDER. BUYER ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF PROPERTY. BUYER IS ACQUIRING THE PROPERTY “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” IN ITS PRESENT STATE AND CONDITION, WITHOUT REPRESENTATION OR WARRANTY BY SELLER MAKES NO WARRANTIES OR REPRESENTATIONS ANY OF ITS REPRESENTATIVES OR AGENTS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLERANY MATTERS WHATSOEVER EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY MAXIMUM EXTENT PERMITTED BY LAW, NO PATENT OR COMPLETENESS OF LATENT CONDITION AFFECTING THE PROPERTY IN ANY INFORMATION CONTAINED WITHIN THE BROCHUREWAY, WEBSITEWHETHER OR NOT KNOWN OR DISCOVERABLE OR HEREAFTER DISCOVERED, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON SHALL AFFECT BUYER’S OWN INVESTIGATIONSOBLIGATIONS HEREUNDER, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL NOR SHALL ANY SUCH CONDITION GIVE RISE TO ANY RIGHT OF THE FOREGOING MATTERSDAMAGES, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERSRESCISSION OR OTHERWISE AGAINST SELLER.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Resource Real Estate Investors 7, L.P.)
Property Condition. THE UNDERSIGNED BUYER IS AWARE AND ACKNOWLEDGES THAT THE UNDERSIGNED SELLER IS SELLING A PROPERTY WHICH WAS ACQUIRED THROUGH FORECLOSURE PROCEEDING OR OTHER CONVEYANCE AND AGREES THAT SELLER IS NOT FAMILIAR WITH THE CONDITION OF THE PROPERTY. XXXXX IS AWARE THAT THE SUBJECT PROPERTY IS NOT NEW AND FURTHER ACKNOWLEDGES THAT THERE HAS BEEN NO REPRESENTATION(S) BY SELLER, OR ANY OTHER PERSON ACTING AS SELLER’S REPRESENTATIVE AND/OR BUYER’S REPRESENTATIVE REGARDING THE CONDITION OF THE PROPERTY OR OF THE APPLIANCES OR STRUCTURAL COMPONENTS THAT MAY BE CONTAINED THEREIN. IF INSPECTION REPORT(S) HAVE BEEN OBTAINED BY SELLER OR SELLER’S REPRESENTATIVE, SAID INSPECTION REPORT(S) ARE BEING PROVIDED TO THE BUYER FOR BUYER’S INFORMATION ONLY AND BECOME A PART OF THE CONTRACT OF SALE TO WHICH THIS ADDENDUM IS ATTACHED. THE FOLLOWING INSPECTIONS ARE ATTACHED . UNLESS OTHERWISE SPECIFIED IN A SCHEDULE ATTACHED HERETO, NEITHER SELLER NOR SELLER’S REPRESENTATIVE HAS ACTUAL KNOWLEDGE OF ANY LATENT DEFECTS IN THE PROPERTY OR ANY COMPONENT THEREOF, INCLUDING, BUT NOT LIMITED TO: PLUMBING, APPLIANCES, HEATING, AIR CONDITIONING AND ELECTRICAL SYSTEMS, FIXTURES, ROOF, SEWERS, SEPTIC SYSTEMS, FOUNDATION, STRUCTURAL CONDITION, POOL, SPA AND RELATED EQUIPMENT. BUYER MAY WALK-THROUGH THE HOME PRIOR TO THE CLOSE OF ESCROW FOR THE SOLE PURPOSE OF DETERMINING THAT THERE HAS BEEN NO MATERIAL CHANGE IN THE CONDITION OF THE PROPERTY SINCE OPENING OF ESCROW. NOTWITHSTANDING THE FOREGOING, A CLOSING ON THE ABOVE DESCRIBED PROPERTY WILL CONSTITUTE AN ACKNOWLEDGEMENT BY THE BUYER THAT THE PROPERTY, INCLUDING APPLIANCES, OR STRUCTURAL COMPONENTS, AS DESCRIBED ABOVE, WERE ACCEPTABLE TO BUYER AT THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH TIME THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITHSALE WAS CONSUMMATED. BUYER ACKNOWLEDGES AND AGREES THAT BUYER SELLER HAS NOT RELIED ON MADE AND HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY, OR REPRESENTATION, CLAIMORAL OR WRITTEN, ORAL UNDERSTANDINGPAST, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHUREPRESENT, OR PLAN OF ANY KIND MADE BY SELLERFUTURE, AUCTIONEEROF, AS TO, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT CONCERNING (i) THE NATURE, SQUARE FOOTAGE, CONDITION, VALUE, OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LAND, THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE QUALITY OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOSBY WAY OF LIMITATION, UNDERGROUND TANKSTHE WATER, ABOVE GROUND TANKSTHE SOIL, DUMPING GROUNDSAND GEOLOGY, OR ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS SUITABILITY THEREOF AND OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON BUYER’S OWN INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL OF THE FOREGOING MATTERS, INCLUDING REVIEW OF FOR ANY AND ALL DOCUMENTSACTIVITIES AND USES WHICH BUYER MAY ELECT TO CONDUCT THEREON, INFORMATION(ii) THE MANNER, CONSTRUCTION, CONDITION, QUALITY, THE STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE PROPERTY, (iii) EXCEPT FOR ANY WARRANTIES CONTAINED IN THE DEED, THE NATURE AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERS.EXTENT OF ANY RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION, OR OTHERWISE,
Appears in 1 contract
Samples: Contract for Sale
Property Condition. BUYER PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER OWNS THE PROPERTYPROPERTY AS A RESULT OF A FORECLOSURE OR DEED IN LIEU OF FORECLOSURE, INCLUDING THAT PURCHASER IS EXPERIENCED IN THE REAL ESTATE OWNERSHIP AND ANY PERSONAL OPERATION OF PROPERTIES SIMILAR TO THE PROPERTY AND FIXTURES CONVEYING WITH THAT PURCHASER PRIOR TO THE REAL ESTATECLOSING DATE WILL HAVE INSPECTED THE PROPERTY TO ITS SATISFACTION AND REVIEWED THE LEASES AND IS QUALIFIED TO MAKE SUCH INSPECTION AND REVIEW. PURCHASER ACKNOWLEDGES THAT IT IS FULLY RELYING ON PURCHASER'S (OR PURCHASER'S REPRESENTATIVES') INSPECTIONS OF THE PROPERTY AND REVIEW OF THE LEASES AND NOT UPON ANY STATEMENTS (ORAL OR WRITTEN) WHICH MAY HAVE BEEN MADE OR MAY BE MADE (OR PURPORTEDLY MADE) BY SELLER OR ANY OF ITS REPRESENTATIVES. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS (OR PURCHASER'S REPRESENTATIVES HAVE), IS SOLD “AS IS” OR PRIOR TO THE CLOSING DATE WILL HAVE, THOROUGHLY INSPECTED AND “WHERE IS” EXAMINED THE PROPERTY AND REVIEWED THE LEASES TO THE EXTENT DEEMED NECESSARY BY PURCHASER IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, ORDER TO ENABLE PURCHASER TO EVALUATE THE CONDITION OF THE PROPERTY AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIESOTHER ASPECTS OF THE PROPERTY (INCLUDING, LOSSESBUT NOT LIMITED TO, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, OR PLAN OF ANY KIND MADE BY SELLER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE THE ENVIRONMENTAL CONDITION OF THE PROPERTY), AND PURCHASER ACKNOWLEDGES THAT PURCHASER IS RELYING SOLELY UPON ITS OWN (OR ITS REPRESENTATIVES') INSPECTION, EXAMINATION AND EVALUATION OF THE PROPERTY AND THE LEASES. SELLERAS A MATERIAL PART OF THE CONSIDERATION FOR THIS CONTRACT AND THE PURCHASE, AUCTIONEERPURCHASER HEREBY AGREES TO ACCEPT THE PROPERTY ON THE CLOSING DATE IN ITS "AS IS", AGENTS "WHERE IS" CONDITION AND SUB-AGENTS MAKE NO REPRESENTATIONSWITH ALL FAULTS, AND, EXCEPT AS EXPRESSLY SET FORTH HEREIN, WITHOUT REPRESENTATIONS AND WARRANTIES OR GUARANTEESOF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORALARISING BY OPERATION OF LAW, OF ANY KIND WHATSOEVEREXCEPT ONLY THE TITLE WARRANTIES EXPRESSLY SET FORTH IN THE DEED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: IN CONNECTION WITH THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS SALE OF THE LANDPROPERTY TO PURCHASER, EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER AND SELLER'S OFFICERS, AGENTS, DIRECTORS, EMPLOYEES, ATTORNEY, CONTRACTORS AND AFFILIATES ("SELLER'S RELATED PARTIES") HAVE MADE NO, AND SPECIFICALLY DISCLAIM, AND PURCHASER ACCEPTS THAT SELLER AND SELLER'S RELATED PARTIES HAVE DISCLAIMED, ANY AND ALL REPRESENTATIONS, GUARANTIES OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW (EXCEPT AS TO TITLE AS HEREINABOVE PROVIDED), OF OR RELATING TO THE PROPERTY, INCLUDING WITHOUT LIMITATION, OF OR RELATING TO (I) THE USE, INCOME POTENTIAL, EXPENSES, OPERATION, CHARACTERISTICS OR CONDITION OF THE PROPERTY MEETING OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION, WARRANTIES OF SUITABILITY, HABITABILITY, MERCHANTABILITY, TENANTABILITY, DESIGN OR FITNESS FOR ANY SPECIFIC OR A PARTICULAR PURPOSE, OR GOOD AND WORKMANLIKE CONSTRUCTION, (II) THE NATURE, MANNER, CONSTRUCTION, CONDITION, STATE STANDARDS, ENVIRONMENTAL HAZARDS OF REPAIR OR LACK THEREOF AFFECTING OF REPAIR OF ANY IMPROVEMENTS LOCATED ON THE USE PROPERTY, ON THE SURFACE OR SUBSURFACE THEREOF, WHETHER OR NOT OBVIOUS, VISIBLE OR APPARENT, (III) THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS(IV) THE ENVIRONMENTAL CONDITION OF THE PROPERTY AND THE PRESENCE OR ABSENCE OF OR CONTAMINATION BY HAZARDOUS MATERIALS, OR ANY THE COMPLIANCE OF THE PROPERTY WITH REGULATIONS OR LAWS PERTAINING TO HEALTH OR THE ENVIRONMENT, AND (V) THE SOIL CONDITIONS, DRAINAGE, FLOODING CHARACTERISTICS, UTILITIES OR OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLERCONDITIONS EXISTING IN, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITEON, OR INFORMATION PACKET OR ANY OTHER MATERIALUNDER THE PROPERTY. XXXXXTHE PURCHASER HEREBY EXPRESSLY ASSUMES ALL RISKS, FURTHERLIABILITIES, ACKNOWLEDGES CLAIMS, DAMAGES, AND COSTS (AND AGREES THAT XXXXX HAS RELIED SOLELY SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES) ON BUYER’S OWN INVESTIGATIONSAND AFTER THE CLOSING DATE RESULTING OR ARISING FROM OR RELATED TO THE OWNERSHIP, INSPECTIONS AND DUE DILIGENCE REGARDING USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PROPERTY AND ALL AFTER THE CLOSING DATE. EXCEPT AS OTHERWISE MAY BE AGREED IN WRITING BY THE PARTIES, PURCHASER ACKNOWLEDGES THAT ANY CONDITION OF THE FOREGOING MATTERSPROPERTY WHICH PURCHASER DISCOVERS OR DESIRES TO CORRECT OR IMPROVE PRIOR TO OR AFTER THE CLOSING DATE SHALL BE AT PURCHASER'S SOLE EXPENSE. PURCHASER EXPRESSLY WAIVES (TO THE EXTENT ALLOWED BY APPLICABLE LAW) ANY CLAIMS UNDER FEDERAL LAW, INCLUDING REVIEW STATE OR OTHER LAW THAT PURCHASER MIGHT OTHERWISE HAVE AGAINST SELLER RELATING TO THE USE, CHARACTERISTICS OR CONDITION OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERSPROPERTY.
Appears in 1 contract
Samples: Earnest Money Contract and Agreement (Cali Realty Corp /New/)
Property Condition. THE PROPERTY IS BEING SOLD IN AN “AS IS,” “WHERE IS” CONDITION AND “WITH ALL FAULTS” AS OF THE EFFECTIVE DATE, SUBJECT TO NORMAL WEAR AND TEAR AND DAMAGE BY FIRE OR OTHER CASUALTY AS SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER SELLER HAS NOT RELIED ON MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONREPRESENTATIONS, CLAIMWARRANTIES, ORAL UNDERSTANDINGPROMISES, ADVERTISINGCOVENANTS, PROMOTIONAL ACTIVITY, BROCHURE, AGREEMENTS OR PLAN GUARANTIES OF ANY KIND MADE BY SELLEROR CHARACTER WHATSOEVER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, WRITTEN ORAL OR ORALWRITTEN, PAST, PRESENT OR FUTURE, AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED AND/OR UNDERTAKEN BY SELLER OR BY ANY PARTNER, OFFICER, DIRECTOR, PERSON, FIRM, AGENT, ATTORNEY OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF ANY KIND WHATSOEVER. WITHOUT LIMITING SELLER AS TO, CONCERNING OR WITH RESPECT TO (I) THE GENERALITY CONDITION OR STATE OF REPAIR OF THE FOREGOINGLW:1034353.1 PROPERTY; (II) THE COMPLIANCE OR NONCOMPLIANCE OF THE PROPERTY WITH ANY APPLICABLE LAWS, NO WARRANTIES REGULATIONS OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREAORDINANCES (INCLUDING, SIZEWITHOUT LIMITATION, SHAPE, ALLOWABLE USES, ANY APPLICABLE ZONING, SOIL TYPE BUILDING, HANDICAPPED ACCESSIBILITY, OR QUALITYDEVELOPMENT LAWS, FLOOD PLANES CODES, RULES AND ZONES REGULATIONS); THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR TOPOLOGICAL CHARACTERISTICS FITNESS FOR A PARTICULAR PURPOSE OF THE LANDPROPERTY; (III) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED WITHIN THE PROPERTY; (IV) THE SUITABILITY OF THE PROPERTY MEETING FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (V) THE VALUE, EXPENSE OF OPERATION, OR INCOME POTENTIAL OF THE PROPERTY; (VI) ANY OTHER FACT OR CONDITION WHICH HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, STATE STANDARDSOF REPAIR, ENVIRONMENTAL HAZARDS COMPLIANCE, VALUE, EXPENSE OF OPERATION OR LACK THEREOF AFFECTING INCOME POTENTIAL OF THE USE PROPERTY OR ANY PORTION THEREOF; OR (VII) WHETHER THE PROPERTY CONTAINS ASBESTOS OR ANY OTHER HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES OR PERTAINING TO THE EXTENT, LOCATION OR NATURE OF SAME, OR THE CONDITION OF THE PROPERTY, INCLUDING BUT WITHOUT LIMITATION, WATER, SOIL, AND GEOLOGY. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT AND THE EXHIBITS HERETO ANNEXED, WHICH ALONE FULLY AND COMPLETELY EXPRESS THEIR AGREEMENT. BUYER SHALL NOT LIMITED RELY UPON ANY STATEMENT OR REPRESENTATION BY OR ON BEHALF OF SELLER UNLESS SUCH STATEMENT OR REPRESENTATION IS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR ONE OF THE CONVEYANCE DOCUMENTS SERVING AS AN EXHIBIT HERETO. BUYER WAIVES AND RELEASES SELLER FROM ANY PRESENT OR FUTURE CLAIMS ARISING FROM OR RELATING TO THE PRESENCE OR ALLEGED PRESENCE OF ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES IN, ON, UNDER OR ABOUT THE PROPERTY INCLUDING, WITHOUT LIMITATION, ANY CLAIMS UNDER OR ON ACCOUNT OF (I) THE COMPREHENSIVE ENVIRONMENTAL CONCERNSRESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS THE SAME MAY HAVE BEEN OR MAY BE AMENDED FROM TIME TO TIME; (II) ANY OTHER FEDERAL, STATE OR LOCAL LAW, ORDINANCE, RULE OR REGULATION, NOW OR HEREAFTER IN EFFECT, THAT DEALS WITH OR OTHERWISE IN ANY MANNER RELATES TO ENVIRONMENTAL MATTERS OF ANY KIND; OR (III) THIS AGREEMENT OR THE COMMON LAW. THE TERMS AND PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE CLOSING HEREUNDER. BUYER ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF PROPERTY. BUYER IS ACQUIRING THE PROPERTY “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” IN ITS PRESENT STATE AND CONDITION, WITHOUT REPRESENTATION OR WARRANTY BY SELLER MAKES NO WARRANTIES OR REPRESENTATIONS ANY OF ITS REPRESENTATIVES OR AGENTS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLERANY MATTERS WHATSOEVER EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY MAXIMUM EXTENT PERMITTED BY LAW, NO PATENT OR COMPLETENESS OF LATENT CONDITION AFFECTING THE PROPERTY IN ANY INFORMATION CONTAINED WITHIN THE BROCHUREWAY, WEBSITEWHETHER OR NOT KNOWN OR DISCOVERABLE OR HEREAFTER DISCOVERED, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON SHALL AFFECT BUYER’S OWN INVESTIGATIONSOBLIGATIONS HEREUNDER, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL NOR SHALL ANY SUCH CONDITION GIVE RISE TO ANY RIGHT OF THE FOREGOING MATTERSDAMAGES, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERSRESCISSION OR OTHERWISE AGAINST SELLER.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Resource Real Estate Investors 7, L.P.)
Property Condition. THE PROPERTY IS BEING SOLD IN AN “AS IS,” “WHERE IS” CONDITION AND “WITH ALL FAULTS” AS OF THE EFFECTIVE DATE, SUBJECT TO NORMAL WEAR AND TEAR AND DAMAGE BY FIRE OR OTHER CASUALTY AS SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER SELLER HAS NOT RELIED ON MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONREPRESENTATIONS, CLAIMWARRANTIES, ORAL UNDERSTANDINGPROMISES, ADVERTISINGCOVENANTS, PROMOTIONAL ACTIVITY, BROCHURE, AGREEMENTS OR PLAN GUARANTIES OF ANY KIND MADE BY SELLEROR CHARACTER WHATSOEVER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, WRITTEN ORAL OR ORALWRITTEN, PAST, PRESENT OR FUTURE, AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED AND/OR UNDERTAKEN BY SELLER OR BY ANY PARTNER, OFFICER, DIRECTOR, PERSON, FIRM, AGENT, ATTORNEY OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF ANY KIND WHATSOEVER. WITHOUT LIMITING SELLER AS TO, CONCERNING OR WITH RESPECT TO (I) THE GENERALITY CONDITION OR STATE OF REPAIR OF THE FOREGOINGLW:1033795.4 PROPERTY; (II) THE COMPLIANCE OR NONCOMPLIANCE OF THE PROPERTY WITH ANY APPLICABLE LAWS, NO WARRANTIES REGULATIONS OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREAORDINANCES (INCLUDING, SIZEWITHOUT LIMITATION, SHAPE, ALLOWABLE USES, ANY APPLICABLE ZONING, SOIL TYPE BUILDING, HANDICAPPED ACCESSIBILITY, OR QUALITYDEVELOPMENT LAWS, FLOOD PLANES CODES, RULES AND ZONES REGULATIONS); THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR TOPOLOGICAL CHARACTERISTICS FITNESS FOR A PARTICULAR PURPOSE OF THE LANDPROPERTY; (III) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED WITHIN THE PROPERTY; (IV) THE SUITABILITY OF THE PROPERTY MEETING FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (V) THE VALUE, EXPENSE OF OPERATION, OR INCOME POTENTIAL OF THE PROPERTY; (VI) ANY OTHER FACT OR CONDITION WHICH HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, STATE STANDARDSOF REPAIR, ENVIRONMENTAL HAZARDS COMPLIANCE, VALUE, EXPENSE OF OPERATION OR LACK THEREOF AFFECTING INCOME POTENTIAL OF THE USE PROPERTY OR ANY PORTION THEREOF; OR (VII) WHETHER THE PROPERTY CONTAINS ASBESTOS OR ANY OTHER HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES OR PERTAINING TO THE EXTENT, LOCATION OR NATURE OF SAME, OR THE CONDITION OF THE PROPERTY, INCLUDING BUT WITHOUT LIMITATION, WATER, SOIL, AND GEOLOGY. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT AND THE EXHIBITS HERETO ANNEXED, WHICH ALONE FULLY AND COMPLETELY EXPRESS THEIR AGREEMENT. BUYER SHALL NOT LIMITED RELY UPON ANY STATEMENT OR REPRESENTATION BY OR ON BEHALF OF SELLER UNLESS SUCH STATEMENT OR REPRESENTATION IS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR ONE OF THE CONVEYANCE DOCUMENTS SERVING AS AN EXHIBIT HERETO. BUYER WAIVES AND RELEASES SELLER FROM ANY PRESENT OR FUTURE CLAIMS ARISING FROM OR RELATING TO THE PRESENCE OR ALLEGED PRESENCE OF ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES IN, ON, UNDER OR ABOUT THE PROPERTY INCLUDING, WITHOUT LIMITATION, ANY CLAIMS UNDER OR ON ACCOUNT OF (I) THE COMPREHENSIVE ENVIRONMENTAL CONCERNSRESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS THE SAME MAY HAVE BEEN OR MAY BE AMENDED FROM TIME TO TIME; (II) ANY OTHER FEDERAL, STATE OR LOCAL LAW, ORDINANCE, RULE OR REGULATION, NOW OR HEREAFTER IN EFFECT, THAT DEALS WITH OR OTHERWISE IN ANY MANNER RELATES TO ENVIRONMENTAL MATTERS OF ANY KIND; OR (III) THIS AGREEMENT OR THE COMMON LAW. THE TERMS AND PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE CLOSING HEREUNDER. BUYER ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF PROPERTY. BUYER IS ACQUIRING THE PROPERTY “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” IN ITS PRESENT STATE AND CONDITION, WITHOUT REPRESENTATION OR WARRANTY BY SELLER MAKES NO WARRANTIES OR REPRESENTATIONS ANY OF ITS REPRESENTATIVES OR AGENTS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLERANY MATTERS WHATSOEVER EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY MAXIMUM EXTENT PERMITTED BY LAW, NO PATENT OR COMPLETENESS OF LATENT CONDITION AFFECTING THE PROPERTY IN ANY INFORMATION CONTAINED WITHIN THE BROCHUREWAY, WEBSITEWHETHER OR NOT KNOWN OR DISCOVERABLE OR HEREAFTER DISCOVERED, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON SHALL AFFECT BUYER’S OWN INVESTIGATIONSOBLIGATIONS HEREUNDER, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL NOR SHALL ANY SUCH CONDITION GIVE RISE TO ANY RIGHT OF THE FOREGOING MATTERSDAMAGES, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERSRESCISSION OR OTHERWISE AGAINST SELLER.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Resource Real Estate Investors 7, L.P.)
Property Condition. THE UNDERSIGNED BUYER IS AWARE AND ACKNOWLEDGES THAT THE UNDERSIGNED SELLER IS SELLING A PROPERTY WHICH WAS ACQUIRED THROUGH FORECLOSURE PROCEEDING OR OTHER CONVEYANCE AND AGREES THAT SELLER IS NOT FAMILIAR WITH THE CONDITION OF THE PROPERTY. XXXXX IS AWARE THAT THE SUBJECT PROPERTY IS NOT NEW AND FURTHER ACKNOWLEDGES THAT THERE HAS BEEN NO REPRESENTATION(S) BY SELLER, OR ANY OTHER PERSON ACTING AS SELLER’S REPRESENTATIVE AND/OR BUYER’S REPRESENTATIVE REGARDING THE CONDITION OF THE PROPERTY OR OF THE APPLIANCES OR STRUCTURAL COMPONENTS THAT MAY BE CONTAINED THEREIN. IF INSPECTION REPORT(S) HAVE BEEN OBTAINED BY SELLER OR SELLER’S REPRESENTATIVE, SAID INSPECTION REPORT(S) ARE BEING PROVIDED TO THE BUYER FOR BUYER’S INFORMATION ONLY AND BECOME A PART OF THE CONTRACT OF SALE TO WHICH THIS ADDENDUM IS ATTACHED. THE FOLLOWING INSPECTIONS ARE ATTACHED: . UNLESS OTHERWISE SPECIFIED IN A SCHEDULE ATTACHED HERETO, NEITHER SELLER NOR SELLER’S REPRESENTATIVE HAS ACTUAL KNOWLEDGE OF ANY LATENT DEFECTS IN THE PROPERTY OR ANY COMPONENT THEREOF, INCLUDING, BUT NOT LIMITED TO: PLUMBING, APPLIANCES, HEATING, AIR CONDITIONING AND ELECTRICAL SYSTEMS, FIXTURES, ROOF, SEWERS, SEPTIC SYSTEMS, FOUNDATION, STRUCTURAL CONDITION, POOL, SPA AND RELATED EQUIPMENT. BUYER MAY WALK-THROUGH THE HOME PRIOR TO THE CLOSE OF ESCROW FOR THE SOLE PURPOSE OF DETERMINING THAT THERE HAS BEEN NO MATERIAL CHANGE IN THE CONDITION OF THE PROPERTY SINCE OPENING OF ESCROW. NOTWITHSTANDING THE FOREGOING, A CLOSING ON THE ABOVE DESCRIBED PROPERTY WILL CONSTITUTE AN ACKNOWLEDGEMENT BY THE BUYER THAT THE PROPERTY, INCLUDING APPLIANCES, OR STRUCTURAL COMPONENTS, AS DESCRIBED ABOVE, WERE ACCEPTABLE TO BUYER AT THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH TIME THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITHSALE WAS CONSUMMATED. BUYER ACKNOWLEDGES AND AGREES THAT BUYER SELLER HAS NOT RELIED ON MADE AND HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY, OR REPRESENTATION, CLAIMORAL OR WRITTEN, ORAL UNDERSTANDINGPAST, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHUREPRESENT, OR PLAN OF ANY KIND MADE BY SELLERFUTURE, AUCTIONEEROF, AS TO, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT CONCERNING (i) THE NATURE, SQUARE FOOTAGE, CONDITION, VALUE, OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LAND, THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE QUALITY OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOSBY WAY OF LIMITATION, UNDERGROUND TANKSTHE WATER, ABOVE GROUND TANKSTHE SOIL, DUMPING GROUNDSAND GEOLOGY, OR ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS SUITABILITY THEREOF AND OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON BUYER’S OWN INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL OF THE FOREGOING MATTERS, INCLUDING REVIEW OF FOR ANY AND ALL DOCUMENTSACTIVITIES AND USES WHICH BUYER MAY ELECT TO CONDUCT THEREON, INFORMATION(ii) THE MANNER, CONSTRUCTION, CONDITION, QUALITY, THE STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE PROPERTY, (iii) EXCEPT FOR ANY WARRANTIES CONTAINED IN THE DEED, THE NATURE AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERS.EXTENT OF ANY RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION, OR OTHERWISE,
Appears in 1 contract
Samples: cdn.cocodoc.com
Property Condition. BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED IS EXPERIENCED IN THE OWNERSHIP AND OPERATION OF PROPERTIES SIMILAR TO THE PROPERTY AND THAT BUYER PRIOR TO THE CLOSING DATE WILL HAVE INSPECTED THE PROPERTY TO ITS SATISFACTION AND IS QUALIFIED TO MAKE SUCH INSPECTION. BUYER ACKNOWLEDGES THAT IT IS FULLY RELYING ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, OR PLAN OF ANY KIND MADE BY SELLER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT BUYER’S (OR BUYER’S PURCHASE REPRESENTATIVES’) INSPECTIONS OF THE PROPERTY AND NOT UPON ANY STATEMENTS (ORAL OR WRITTEN) WHICH MAY HAVE BEEN MADE OR MAY BE MADE (OR PURPORTEDLY MADE) BY SELLER OR ANY OF ITS REPRESENTATIVES AND INCLUDING SPECIFICALLY, BUT WITHOUT LIMITATION, ANY OF THE INFORMATION SET FORTH IN THE “STERLING BANK PORTFOLIO SALE-LEASEBACK” MARKETING MATERIALS PREPARED BY NEWMARK CAPITAL GROUP (THE “OFFERING MATERIALS”). BUYER ACKNOWLEDGES THAT BUYER HAS (OR BUYER’S REPRESENTATIVES HAVE), OR PRIOR TO THE CLOSING DATE WILL HAVE, THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE CONDITION OF THE PROPERTY AND ALL OTHER ASPECTS OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TO, THE ENVIRONMENTAL CONDITION OF THE PROPERTY), AND BUYER ACKNOWLEDGES THAT BUYER IS RELYING SOLELY UPON ITS OWN (OR ITS REPRESENTATIVES’) INSPECTION, EXAMINATION AND EVALUATION OF THE PROPERTY. SELLERAS A MATERIAL PART OF THE CONSIDERATION FOR THIS CONTRACT AND THE PURCHASE, AUCTIONEERBUYER HEREBY AGREES TO ACCEPT THE PROPERTY ON THE CLOSING DATE IN ITS “AS IS”, AGENTS “WHERE IS” CONDITION, WITH ALL FAULTS, AND SUB-AGENTS MAKE NO REPRESENTATIONS, WITHOUT REPRESENTATIONS AND WARRANTIES OR GUARANTEESOF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORALARISING BY OPERATION OF LAW EXCEPT ONLY THE TITLE WARRANTIES EXPRESSLY SET FORTH IN THE DEED (AND XXXX OF SALE, OF ANY KIND WHATSOEVERIF EXECUTED AND DELIVERED ON THE CLOSING DATE) DATED ON THE CLOSING DATE. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: IN CONNECTION WITH THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS SALE OF THE LANDPROPERTY TO BUYER, THE SALE OF THE PROPERTY MEETING IS WITHOUT ANY WARRANTY, AND SELLER, AND ITS OFFICERS, AGENTS, DIRECTORS, EMPLOYEES, ATTORNEYS, CONTRACTORS AND AFFILIATES (COLLECTIVELY, “SELLER’S RELATED PARTIES”) HAVE MADE NO, AND EXPRESSLY AND SPECIFICALLY DISCLAIM, AND BUYER ACCEPTS THAT SELLER AND SELLER’S RELATED PARTIES HAVE DISCLAIMED, ANY AND ALL REPRESENTATIONS, GUARANTIES OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW (EXCEPT AS TO TITLE AS HEREINABOVE PROVIDED), OF OR RELATING TO THE PROPERTY OR OF OR RELATING TO ANY INFORMATION CONTAINED IN THE OFFERING MATERIALS, INCLUDING WITHOUT LIMITATION, OF OR RELATING TO: (I) THE USE, INCOME POTENTIAL, EXPENSES, OPERATION, CHARACTERISTICS OR CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION, WARRANTIES OF SUITABILITY, HABITABILITY, MERCHANTABILITY, DESIGN OR FITNESS FOR ANY SPECIFIC PURPOSE OR A PARTICULAR PURPOSE, OR GOOD AND WORKMANLIKE CONSTRUCTION; (II) THE NATURE, MANNER, CONSTRUCTION, CONDITION, STATE STANDARDS, ENVIRONMENTAL HAZARDS OF REPAIR OR LACK THEREOF AFFECTING OF REPAIR OF ANY IMPROVEMENTS LOCATED ON THE USE PROPERTY, ON THE SURFACE OR SUBSURFACE THEREOF, WHETHER OR NOT OBVIOUS, VISIBLE OR APPARENT; (III) THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE PROPERTY; (IV) THE ENVIRONMENTAL CONDITION OF THE PROPERTY AND THE PRESENCE OR ABSENCE OF OR CONTAMINATION BY HAZARDOUS MATERIALS, MOLD, FUNGUS OR OTHER SIMILAR ORGANISMS, OR THE COMPLIANCE OF THE PROPERTY WITH ALL REGULATIONS OR LAWS PERTAINING TO HEALTH OR THE ENVIRONMENT, INCLUDING BUT NOT LIMITED TO, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, THE CLEAN WATER ACT, THE TEXAS HEALTH AND SAFETY CODE AND THE TEXAS WATER CODE, EACH AS MAY BE AMENDED FROM TIME TO ASBESTOSTIME, UNDERGROUND TANKSAND INCLUDING ANY AND ALL REGULATIONS, ABOVE GROUND TANKSRULES OR POLICIES PROMULGATED THEREUNDER (“ENVIRONMENTAL LAWS”); (V) THE QUALITY OF THE LABOR AND MATERIALS INCLUDED IN THE PROPERTY; AND (VI) THE SOIL CONDITIONS, DUMPING GROUNDSDRAINAGE, FLOODING CHARACTERISTICS, UTILITIES OR OTHER CONDITIONS EXISTING IN, ON, OR UNDER THE PROPERTY. BUYER HEREBY EXPRESSLY AGREES TO ACCEPT THE PROPERTY SUBJECT TO ALL RISKS, LIABILITIES, CLAIMS, DAMAGES AND COSTS, INCLUDING ANY OTHER LIABILITY WITH RESPECT TO ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES LAWS (AND AGREES THAT XXXXX HAS RELIED SOLELY ON BUYER’S OWN INVESTIGATIONSSELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INSPECTIONS AND DUE DILIGENCE REGARDING DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATED TO THE PROPERTY AND ALL CONDITION OF THE FOREGOING MATTERSPROPERTY. BUYER EXPRESSLY WAIVES (TO THE EXTENT ALLOWED BY APPLICABLE LAW) ANY CLAIMS UNDER FEDERAL, INCLUDING REVIEW OF STATE OR OTHER LAW (INCLUDING, BUT NOT LIMITED TO COMMON LAW, WHETHER SOUNDING IN CONTRACT OR TORT, AND ANY AND ALL DOCUMENTSENVIRONMENTAL LAWS) THAT BUYER MIGHT OTHERWISE HAVE AGAINST SELLER RELATING TO THE USE, INFORMATION, AND ALL OTHER FACTORS CONCERNING CHARACTERISTICS OR CONDITION OF THE PROPERTY. THE PROPERTY AND SUCH MATTERSMAY BE LOCATED IN AN AREA, OR BE IN A CONDITION, WHERE DAMPNESS, WEATHER CONDITIONS OR WATER PENETRATION PROMOTE OR HAVE RESULTED IN THE PRESENCE OR GROWTH OF MOLD, MILDEW, FUNGUS OR OTHER ORGANISMS AFFECTING THE IMPROVEMENTS WHICH MAY AFFECT HUMAN HEALTH OR THE VALUE OF THE PROPERTY. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING. Nothing in this Section 9 shall, however, modify, abridge, or affect Seller’s representations set forth in Section 16 below, nor Buyer’s remedies in the event of the breach thereof by Seller.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Sterling Bancshares Inc)
Property Condition. THE PROPERTY IS BEING SOLD IN AN “AS IS,” “WHERE IS” CONDITION AND “WITH ALL FAULTS” AS OF THE EFFECTIVE DATE, SUBJECT TO NORMAL WEAR AND TEAR AND DAMAGE BY FIRE OR OTHER CASUALTY AS SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER SELLER HAS NOT RELIED ON MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONREPRESENTATIONS, CLAIMWARRANTIES, ORAL UNDERSTANDINGPROMISES, ADVERTISINGCOVENANTS, PROMOTIONAL ACTIVITY, BROCHURE, AGREEMENTS OR PLAN GUARANTIES OF ANY KIND MADE BY SELLEROR CHARACTER WHATSOEVER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, WRITTEN ORAL OR ORALWRITTEN, PAST, PRESENT OR FUTURE, AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED AND/OR UNDERTAKEN BY SELLER OR BY ANY PARTNER, OFFICER, DIRECTOR, PERSON, FIRM, AGENT, ATTORNEY OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF ANY KIND WHATSOEVER. WITHOUT LIMITING SELLER AS TO, CONCERNING OR WITH RESPECT TO (I) THE GENERALITY CONDITION OR STATE OF REPAIR OF THE FOREGOINGPROPERTY; (II) THE COMPLIANCE OR NONCOMPLIANCE OF THE PROPERTY WITH ANY APPLICABLE LAWS, NO WARRANTIES REGULATIONS OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREAORDINANCES (INCLUDING, SIZEWITHOUT LIMITATION, SHAPE, ALLOWABLE USES, ANY APPLICABLE ZONING, SOIL TYPE BUILDING, HANDICAPPED ACCESSIBILITY, OR QUALITYDEVELOPMENT LAWS, FLOOD PLANES CODES, RULES AND ZONES REGULATIONS); THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR TOPOLOGICAL CHARACTERISTICS FITNESS FOR A PARTICULAR PURPOSE OF THE LANDPROPERTY; (III) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED WITHIN THE PROPERTY; (IV) THE SUITABILITY OF THE PROPERTY MEETING FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (V) THE VALUE, EXPENSE OF OPERATION, OR INCOME POTENTIAL OF THE PROPERTY; (VI) ANY OTHER FACT OR CONDITION WHICH HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, STATE STANDARDSOF REPAIR, ENVIRONMENTAL HAZARDS COMPLIANCE, VALUE, EXPENSE OF OPERATION OR LACK THEREOF AFFECTING INCOME POTENTIAL OF THE USE PROPERTY OR ANY PORTION THEREOF; OR (VII) WHETHER THE PROPERTY CONTAINS ASBESTOS OR ANY OTHER HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES OR PERTAINING TO THE EXTENT, LOCATION OR NATURE OF SAME, OR THE CONDITION OF THE PROPERTY, INCLUDING BUT WITHOUT LIMITATION, WATER, SOIL, AND GEOLOGY. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT AND THE EXHIBITS HERETO ANNEXED, WHICH ALONE FULLY AND COMPLETELY EXPRESS THEIR AGREEMENT. BUYER SHALL NOT LIMITED RELY UPON ANY STATEMENT OR REPRESENTATION BY OR ON BEHALF OF SELLER UNLESS SUCH STATEMENT OR REPRESENTATION IS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER WAIVES AND RELEASES SELLER FROM ANY PRESENT OR FUTURE CLAIMS ARISING FROM OR RELATING TO THE PRESENCE OR ALLEGED PRESENCE OF ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHR HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES IN, ON, UNDER OR ABOUT THE PROPERTY INCLUDING, WITHOUT LIMITATION, ANY CLAIMS UNDER OR ON ACCOUNT OF (I) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS THE SAME MAY HAVE BEEN OR MAY BE AMENDED FROM TIME TO TIME; (II) ANY OTHER FEDERAL, STATE OR LOCAL LAW, ORDINANCE, RULE OR REGULATION, NOW OR HEREAFTER IN EFFECT, THAT DEALS WITH OR OTHERWISE IN ANY MANNER RELATES TO ENVIRONMENTAL CONCERNSMATTERS OF ANY KIND; OR (III) THIS AGREEMENT OR THE COMMON LAW. THE TERMS AND PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE CLOSING HEREUNDER. BUYER ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF PROPERTY. BUYER IS ACQUIRING THE PROPERTY “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” IN ITS PRESENT STATE AND CONDITION, WITHOUT REPRESENTATION OR WARRANTY BY SELLER MAKES NO WARRANTIES OR REPRESENTATIONS ANY OF ITS REPRESENTATIVES OR AGENTS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLERANY MATTERS WHATSOEVER EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY MAXIMUM EXTENT PERMITTED BY LAW, NO PATENT OR COMPLETENESS OF LATENT CONDITION AFFECTING THE PROPERTY IN ANY INFORMATION CONTAINED WITHIN THE BROCHUREWAY, WEBSITEWHETHER OR NOT KNOWN OR DISCOVERABLE OR HEREAFTER DISCOVERED, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON SHALL AFFECT BUYER’S OWN INVESTIGATIONSOBLIGATIONS HEREUNDER, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL NOR SHALL ANY SUCH CONDITION GIVE RISE TO ANY RIGHT OF THE FOREGOING MATTERSDAMAGES, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERSRESCISSION OR OTHERWISE AGAINST SELLER.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Resource Real Estate Investors 7, L.P.)
Property Condition. BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTYUpon Closing, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATEeach Paiiy agrees to accept the exchange, IS SOLD “transfer and conveyance of the other Party's property without any warranty or representation concerning the quantity, quality, or condition or such Property (except as expressly set forth in this Agreement) or the other Party's interest therein, the availability of water, water pressure, sewer, sewer capacity, rock, poor soils, endangered species, specimen trees, utilities or necessary governmental authorizations, ingress, egress or access thereto, or any other matter not expressed in this Agreement. Each Party is accepting the Property "AS IS” AND “WHERE ", "WHERE-IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM " with all faults. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES GIVEN IN CONNECTION THEREWITHWITH TI-IE EXCHANGE OF THE SUBJECT PROPERTY (EXCEPT AS EXP RES SLY SET FORTH IN THIS AGREEMENT). BUYER ACKNOWLEDGES IT IS UNDERSTOOD AND AGREES AGREED THAT BUYER HAS NOT RELIED ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, EACH PARTY DISCLAIMS ALL WARRANTIES OR PLAN REPRESENTATIONS OF ANY KIND MADE BY SELLER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEESCHARACTER, EXPRESS OR IMPLIED, WRITTEN OR ORALWITH RESPECT TO THE PROPERTIES, OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOINGINCLUDING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LAND, THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOSTO, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLERMATTERS OF TITLE (OTHER THAN WARRANTY OF TITLE SET FORTH IN THE WARRANTY DEED TO BE DELIVERED AT CLOSING AND AS SPECIFICALLY SET FORTH IN THIS AGREEMENT), AUCTIONEERZONING, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY TAX CONSEQUENCES, PHYSICAL OR COMPLETENESS ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ANY INFORMATION CONTAINED WITHIN THE BROCHUREACCESS, WEBSITEINGRESS OR EGRESS, OR INFORMATION PACKET PROPERTY VALUE, OPERATING HISTORY, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATERIALMATTER OR THING RELATING TO OR AFFECTING THE PROPERTY. XXXXX, FURTHER, ACKNOWLEDGES AND EACH PARTY AGREES THAT XXXXX WITH RESPECT TO THE PROPERTY, IT HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF EITHER PARTY IT'S AGENTS OR EMPLOYEES. EACH PARTY REPRESENTS THAT IT IS KNOWLEDGEABLE OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON BUYER’S ITS OWN INVESTIGATIONSEXPERTISE AND THAT OF IT'S CONSULTANTS, AND THAT IT WILL CONDUCT SUCH INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL INVESTIGATIONS OF THE FOREGOING PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, SHALL ASSUME TI-IE RISK THAT ADVERSE MATTERS, INCLUDING REVIEW INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENT AL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY SUCH PART'S INSPECTIONS AND INVESTIGATIONS. TI-IE TERMS AND CONDITIONS OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THIS SECTION 4 SHALL EXPRESSLY SURVIVE THE PROPERTY AND SUCH MATTERSCLOSING.
Appears in 1 contract
Samples: Exchange Agreement
Property Condition. THE PROPERTY IS BEING SOLD IN AN “AS IS,” “WHERE IS” CONDITION AND “WITH ALL FAULTS” AS OF THE EFFECTIVE DATE, SUBJECT TO NORMAL WEAR AND TEAR AND DAMAGE BY FIRE OR OTHER CASUALTY AS SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER SELLER HAS NOT RELIED ON MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONREPRESENTATIONS, CLAIMWARRANTIES, ORAL UNDERSTANDINGPROMISES, ADVERTISINGCOVENANTS, PROMOTIONAL ACTIVITY, BROCHURE, AGREEMENTS OR PLAN GUARANTIES OF ANY KIND MADE BY SELLEROR CHARACTER WHATSOEVER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, WRITTEN ORAL OR ORALWRITTEN, PAST, PRESENT OR FUTURE, AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED AND/OR UNDERTAKEN BY SELLER OR BY ANY PARTNER, OFFICER, DIRECTOR, PERSON, FIRM, AGENT, ATTORNEY OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF ANY KIND WHATSOEVER. WITHOUT LIMITING SELLER AS TO, CONCERNING OR WITH RESPECT TO (I) THE GENERALITY CONDITION OR STATE OF REPAIR OF THE FOREGOINGPROPERTY; (II) THE COMPLIANCE OR NONCOMPLIANCE OF THE PROPERTY WITH ANY APPLICABLE LAWS, NO WARRANTIES REGULATIONS OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREAORDINANCES (INCLUDING, SIZEWITHOUT LIMITATION, SHAPE, ALLOWABLE USES, ANY APPLICABLE ZONING, SOIL TYPE BUILDING, HANDICAPPED ACCESSIBILITY, OR QUALITYDEVELOPMENT LAWS, FLOOD PLANES CODES, RULES AND ZONES REGULATIONS); THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR TOPOLOGICAL CHARACTERISTICS FITNESS FOR A PARTICULAR PURPOSE OF THE LANDPROPERTY; (III) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED WITHIN THE PROPERTY; (IV) THE SUITABILITY OF THE PROPERTY MEETING FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (V) THE VALUE, EXPENSE OF OPERATION, OR INCOME POTENTIAL OF THE PROPERTY; (VI) ANY OTHER FACT OR CONDITION WHICH HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, STATE STANDARDSOF REPAIR, ENVIRONMENTAL HAZARDS COMPLIANCE, VALUE, EXPENSE OF OPERATION OR LACK THEREOF AFFECTING INCOME POTENTIAL OF THE USE PROPERTY OR ANY PORTION THEREOF; OR (VII) WHETHER LW:1030385.6 THE PROPERTY CONTAINS ASBESTOS OR ANY OTHER HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES OR PERTAINING TO THE EXTENT, LOCATION OR NATURE OF SAME, OR THE CONDITION OF THE PROPERTY, INCLUDING BUT WITHOUT LIMITATION, WATER, SOIL, AND GEOLOGY. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT AND THE EXHIBITS HERETO ANNEXED, WHICH ALONE FULLY AND COMPLETELY EXPRESS THEIR AGREEMENT. BUYER SHALL NOT LIMITED RELY UPON ANY STATEMENT OR REPRESENTATION BY OR ON BEHALF OF SELLER UNLESS SUCH STATEMENT OR REPRESENTATION IS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER WAIVES AND RELEASES SELLER FROM ANY PRESENT OR FUTURE CLAIMS ARISING FROM OR RELATING TO THE PRESENCE OR ALLEGED PRESENCE OF ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHR HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES IN, ON, UNDER OR ABOUT THE PROPERTY INCLUDING, WITHOUT LIMITATION, ANY CLAIMS UNDER OR ON ACCOUNT OF (I) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS THE SAME MAY HAVE BEEN OR MAY BE AMENDED FROM TIME TO TIME; (II) ANY OTHER FEDERAL, STATE OR LOCAL LAW, ORDINANCE, RULE OR REGULATION, NOW OR HEREAFTER IN EFFECT, THAT DEALS WITH OR OTHERWISE IN ANY MANNER RELATES TO ENVIRONMENTAL CONCERNSMATTERS OF ANY KIND; OR (III) THIS AGREEMENT OR THE COMMON LAW. THE TERMS AND PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE CLOSING HEREUNDER. BUYER ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF PROPERTY. BUYER IS ACQUIRING THE PROPERTY “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” IN ITS PRESENT STATE AND CONDITION, WITHOUT REPRESENTATION OR WARRANTY BY SELLER MAKES NO WARRANTIES OR REPRESENTATIONS ANY OF ITS REPRESENTATIVES OR AGENTS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLERANY MATTERS WHATSOEVER EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY MAXIMUM EXTENT PERMITTED BY LAW, NO PATENT OR COMPLETENESS OF LATENT CONDITION AFFECTING THE PROPERTY IN ANY INFORMATION CONTAINED WITHIN THE BROCHUREWAY, WEBSITEWHETHER OR NOT KNOWN OR DISCOVERABLE OR HEREAFTER DISCOVERED, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON SHALL AFFECT BUYER’S OWN INVESTIGATIONSOBLIGATIONS HEREUNDER, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL NOR SHALL ANY SUCH CONDITION GIVE RISE TO ANY RIGHT OF THE FOREGOING MATTERSDAMAGES, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERSRESCISSION OR OTHERWISE AGAINST SELLER.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Resource Real Estate Investors 6 LP)
Property Condition. BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS,” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM THEREFROM, OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED ON ANY REPRESENTATION, CLAIM, ORAL UNDERSTANDING, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHURE, OR PLAN OF ANY KIND MADE BY SELLER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LAND, THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXXBUYER, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX BUYER HAS RELIED SOLELY ON BUYER’S OWN THOROUGH INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL OF THE FOREGOING MATTERS, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERS.
Appears in 1 contract
Property Condition. THE PROPERTY IS BEING SOLD IN AN “AS IS,” “WHERE IS” CONDITION AND “WITH ALL FAULTS” AS OF THE EFFECTIVE DATE, SUBJECT TO NORMAL WEAR AND TEAR AND DAMAGE BY FIRE OR OTHER CASUALTY AS SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND EXCEPT FOR COVENANTS IN THE DEED, BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY, INCLUDING THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES AND AGREES THAT BUYER SELLER HAS NOT RELIED ON MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONREPRESENTATIONS, CLAIMWARRANTIES, ORAL UNDERSTANDINGPROMISES, ADVERTISINGCOVENANTS, PROMOTIONAL ACTIVITY, BROCHURE, AGREEMENTS OR PLAN GUARANTIES OF ANY KIND MADE BY SELLEROR CHARACTER WHATSOEVER, AUCTIONEER, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, WRITTEN ORAL OR ORALWRITTEN, PAST, PRESENT OR FUTURE, AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED AND/OR UNDERTAKEN BY SELLER OR BY ANY PARTNER, OFFICER, DIRECTOR, PERSON, FIRM, AGENT, ATTORNEY OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF ANY KIND WHATSOEVER. WITHOUT LIMITING SELLER AS TO, CONCERNING OR WITH RESPECT TO (I) THE GENERALITY CONDITION OR STATE OF REPAIR OF THE FOREGOINGPROPERTY; (II) THE COMPLIANCE OR NONCOMPLIANCE OF THE PROPERTY WITH ANY APPLICABLE LAWS, NO WARRANTIES REGULATIONS OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREAORDINANCES (INCLUDING, SIZEWITHOUT LIMITATION, SHAPE, ALLOWABLE USES, ANY APPLICABLE ZONING, SOIL TYPE BUILDING, HANDICAPPED ACCESSIBILITY, OR QUALITYDEVELOPMENT LAWS, FLOOD PLANES CODES, RULES AND ZONES REGULATIONS); THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR TOPOLOGICAL CHARACTERISTICS FITNESS FOR A PARTICULAR PURPOSE OF THE LANDPROPERTY; (III) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED WITHIN THE PROPERTY; (IV) THE SUITABILITY OF THE PROPERTY MEETING FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (V) THE VALUE, EXPENSE OF OPERATION, OR INCOME POTENTIAL OF THE PROPERTY; (VI) ANY OTHER FACT OR CONDITION WHICH HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, STATE STANDARDSOF REPAIR, ENVIRONMENTAL HAZARDS COMPLIANCE, VALUE, EXPENSE OF OPERATION OR LACK THEREOF AFFECTING INCOME POTENTIAL OF THE USE PROPERTY OR ANY PORTION THEREOF; OR (VII) WHETHER THE PROPERTY CONTAINS ASBESTOS OR ANY OTHER HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES OR PERTAINING TO THE EXTENT, LOCATION OR NATURE OF SAME, OR THE CONDITION OF THE PROPERTY, INCLUDING BUT WITHOUT LIMITATION, WATER, SOIL, AND GEOLOGY. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR 8 RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT AND THE EXHIBITS HERETO ANNEXED, WHICH ALONE FULLY AND COMPLETELY EXPRESS THEIR AGREEMENT. BUYER SHALL NOT LIMITED RELY UPON ANY STATEMENT OR REPRESENTATION BY OR ON BEHALF OF SELLER UNLESS SUCH STATEMENT OR REPRESENTATION IS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER WAIVES AND RELEASES SELLER FROM ANY PRESENT OR FUTURE CLAIMS ARISING FROM OR RELATING TO THE PRESENCE OR ALLEGED PRESENCE OF ASBESTOS, UNDERGROUND TANKS, ABOVE GROUND TANKS, DUMPING GROUNDS, OR ANY OTHR HARMFUL, HAZARDOUS OR TOXIC SUBSTANCES IN, ON, UNDER OR ABOUT THE PROPERTY INCLUDING, WITHOUT LIMITATION, ANY CLAIMS UNDER OR ON ACCOUNT OF (I) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS THE SAME MAY HAVE BEEN OR MAY BE AMENDED FROM TIME TO TIME; (II) ANY OTHER FEDERAL, STATE OR LOCAL LAW, ORDINANCE, RULE OR REGULATION, NOW OR HEREAFTER IN EFFECT, THAT DEALS WITH OR OTHERWISE IN ANY MANNER RELATES TO ENVIRONMENTAL CONCERNSMATTERS OF ANY KIND; OR (III) THIS AGREEMENT OR THE COMMON LAW. THE TERMS AND PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE CLOSING HEREUNDER. BUYER ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF PROPERTY. BUYER IS ACQUIRING THE PROPERTY “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” IN ITS PRESENT STATE AND CONDITION, WITHOUT REPRESENTATION OR WARRANTY BY SELLER MAKES NO WARRANTIES OR REPRESENTATIONS ANY OF ITS REPRESENTATIVES OR AGENTS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLERANY MATTERS WHATSOEVER EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY MAXIMUM EXTENT PERMITTED BY LAW, NO PATENT OR COMPLETENESS OF LATENT CONDITION AFFECTING THE PROPERTY IN ANY INFORMATION CONTAINED WITHIN THE BROCHUREWAY, WEBSITEWHETHER OR NOT KNOWN OR DISCOVERABLE OR HEREAFTER DISCOVERED, OR INFORMATION PACKET OR ANY OTHER MATERIAL. XXXXX, FURTHER, ACKNOWLEDGES AND AGREES THAT XXXXX HAS RELIED SOLELY ON SHALL AFFECT BUYER’S OWN INVESTIGATIONSOBLIGATIONS HEREUNDER, INSPECTIONS AND DUE DILIGENCE REGARDING THE PROPERTY AND ALL NOR SHALL ANY SUCH CONDITION GIVE RISE TO ANY RIGHT OF THE FOREGOING MATTERSDAMAGES, INCLUDING REVIEW OF ANY AND ALL DOCUMENTS, INFORMATION, AND ALL OTHER FACTORS CONCERNING THE PROPERTY AND SUCH MATTERSRESCISSION OR OTHERWISE AGAINST SELLER.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Resource Real Estate Investors 6 LP)
Property Condition. THE BUYER IS AWARE AND ACKNOWLEDGES THAT THE SELLER IS SELLING A PROPERTY WHICH WAS ACQUIRED THROUGH FORECLOSURE PROCEEDING OR OTHER CONVEYANCE AND AGREES THAT SELLER IS NOT FAMILIAR WITH THE CONDITION OF THE PROPERTY. XXXXX IS AWARE THAT THE SUBJECT PROPERTY IS NOT NEW AND FURTHER ACKNOWLEDGES THAT THERE HAS BEEN NO REPRESENTATION(S) BY SELLER, OR ANY OTHER PERSON ACTING AS SELLER’S REPRESENTATIVE AND/OR BUYER’S REPRESENTATIVE REGARDING THE CONDITION OF THE PROPERTY OR OF THE APPLIANCES OR STRUCTURAL COMPONENTS THAT MAY BE CONTAINED THEREIN. IF INSPECTION REPORT(S) HAVE BEEN OBTAINED BY SELLER OR SELLER’S REPRESENTATIVE, SAID INSPECTION REPORT(S) ARE BEING PROVIDED TO THE BUYER FOR BUYER’S INFORMATION ONLY AND BECOME A PART OF THE CONTRACT. THE FOLLOWING INSPECTIONS ARE ATTACHED . UNLESS OTHERWISE SPECIFIED IN A SCHEDULE ATTACHED HERETO, NEITHER SELLER NOR SELLER’S REPRESENTATIVE HAS ACTUAL KNOWLEDGE OF ANY LATENT DEFECTS IN THE PROPERTY OR ANY COMPONENT THEREOF, INCLUDING, BUT NOT LIMITED TO: PLUMBING, APPLIANCES, HEATING, AIR CONDITIONING AND ELECTRICAL SYSTEMS, FIXTURES, ROOF, SEWERS, SEPTIC SYSTEMS, FOUNDATION, STRUCTURAL CONDITION, POOL, SPA AND RELATED EQUIPMENT. BUYER MAY WALK-THROUGH THE HOME PRIOR TO THE CLOSE OF ESCROW FOR THE SOLE PURPOSE OF DETERMINING THAT THERE HAS BEEN NO MATERIAL CHANGE IN THE CONDITION OF THE PROPERTY SINCE OPENING OF ESCROW. NOTWITHSTANDING THE FOREGOING, A CLOSING ON THE ABOVE DESCRIBED PROPERTY WILL CONSTITUTE AN ACKNOWLEDGEMENT BY THE BUYER THAT THE PROPERTY, INCLUDING APPLIANCES, OR STRUCTURAL COMPONENTS, AS DESCRIBED ABOVE, WERE ACCEPTABLE TO BUYER AT THE REAL ESTATE AND ANY PERSONAL PROPERTY AND FIXTURES CONVEYING WITH TIME THE REAL ESTATE, IS SOLD “AS IS” AND “WHERE IS” IN ITS CURRENT CONDITION, “WITH ALL FAULTS AND DEFECTS,” AND BUYER HEREBY RELEASES AND FOREVER DISCHARGES SELLER, AUCTIONEER, AND ALL AGENTS AND SUB-AGENTS FROM ANY AND ALL CLAIMS LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES RESULTING THEREFROM OR IN CONNECTION THEREWITHSALE WAS CONSUMMATED. BUYER ACKNOWLEDGES AND AGREES THAT BUYER SELLER HAS NOT RELIED ON MADE AND HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY, OR REPRESENTATION, CLAIMORAL OR WRITTEN, ORAL UNDERSTANDINGPAST, ADVERTISING, PROMOTIONAL ACTIVITY, BROCHUREPRESENT, OR PLAN OF ANY KIND MADE BY SELLERFUTURE, AUCTIONEEROF, AS TO, OR ANY AGENTS AND SUB-AGENTS IN CONNECTION WITH THIS AGREEMENT CONCERNING (I) THE NATURE, SQUARE FOOTAGE, CONDITION, VALUE, OR BUYER’S PURCHASE OF THE PROPERTY. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE REGARDING: THE AREA, SIZE, SHAPE, ALLOWABLE USES, ZONING, SOIL TYPE OR QUALITY, FLOOD PLANES AND ZONES OR TOPOLOGICAL CHARACTERISTICS OF THE LAND, THE PROPERTY MEETING STATE STANDARDS, ENVIRONMENTAL HAZARDS OR LACK THEREOF AFFECTING THE USE QUALITY OF THE PROPERTY, INCLUDING BUT NOT LIMITED BY WAY OF LIMITATION, THE WATER, THE SOIL, AND GEOLOGY, AND THE SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY ELECT TO ASBESTOSCONDUCT THEREON, UNDERGROUND TANKS(II) THE MANNER, ABOVE GROUND TANKSCONSTRUCTION, DUMPING GROUNDSCONDITION, QUALITY, THE STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE PROPERTY, (III) EXCEPT FOR ANY WARRANTIES CONTAINED IN THE DEED, THE NATURE AND EXTENT OF ANY RIGHT- OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION, OR OTHERWISE, (IV) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY OTHER ENVIRONMENTAL CONCERNS. SELLER MAKES NO WARRANTIES LAWS, RULES, ORDINANCES, OR REPRESENTATIONS AS TO MATTER AFFECTING ADJACENT PARCELS. SELLER, AUCTIONEER, AGENTS AND SUB-AGENTS MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS REGULATIONS OF ANY INFORMATION CONTAINED WITHIN GOVERNMENT OR OTHER BODY, AND (V) THE BROCHURE, WEBSITE, OR INFORMATION PACKET OR ANY OTHER MATERIALINCOME TO BE DERIVED FROM THE PROPERTY. XXXXX, FURTHER, XXXXX HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT XXXXX BUYER HAS RELIED SOLELY ON BUYER’S OWN INVESTIGATIONS, INSPECTIONS THOROUGHLY INSPECTED AND DUE DILIGENCE REGARDING EXAMINED THE PROPERTY AND ALL TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE FOREGOING MATTERSPROPERTY. BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT BUYER IS RELYING SOLELY UPON THE INSPECTION, INCLUDING REVIEW EXAMINATION, AND EVALUATION OF THE PROPERTY BY BUYER AND THAT BUYER IS PURCHASING THE PROPERTY ON AN "AS IS, WHERE IS" AND "WITH ALL FAULTS" BASIS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER AND BUYER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, SELLER MAKES NO WARRANTY OF REPRESENTATION EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT AS OTHERWISE SPECIFIED HEREIN. IT IS FURTHER AGREED THAT SELLER HAS NOT WARRANTED, AND DOES NOT HEREBY WARRANT THAT THE PROPERTY OR ANY IMPROVEMENTS LOCATED THEREON NOW OR IN THE FUTURE WILL MEET OR COMPLY WITH THE REQUIREMENTS OF ANY SAFETY CODE OR REGULATION OF THE STATE, CITY OR COUNTY WHERE THE PROPERTY IS LOCATED, OR OF ANY OTHER AUTHORITY OR JURISDICTION. BUYER REPRESENTS TO SELLER THAT BUYER HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE BUYER TO EVALUATE THE MERIT AND RISKS OF THE TRANSACTION CONTEMPLATED HEREBY. BUYER HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL DOCUMENTSRIGHTS, INFORMATION, BENEFITS AND ALL OTHER FACTORS CONCERNING REMEDIES UNDER ANY STATE CONSUMER PROTECTION LAW WHICH MAY APPLY IN THE STATE WHERE THE PROPERTY IS LOCATED WITH RESPECT TO ANY MATTERS PERTAINING TO THIS CONTRACT OF SALE AND THE TRANSACTION CONTEMPLATED HEREBY. BUYER ACKNOWLEDGES RECEIPT AND REVIEW OF THE “HOMEBUYER’S GUIDE TO COMMON ENVIRONMENTAL HAZARDS” AND IS AWARE THAT HE HAS THE RIGHT TO HAVE THE PROPERTY INSPECTED FOR THE PRESENCE OF ANY OF THE HAZARDS MENTIONED IN THE GUIDE INCLUDING, BUT NOT LIMITED TO, LEAD, MOLD, RADON, HAZARDOUS WASTE, FORMALDEHYDE, ASBESTOS AND HOUSEHOLD HAZARDOUS WASTE. IT IS FURTHER AGREED THAT SELLER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING ENVIRONMENTAL PROTECTION, POLLUTION, OR LAND USE LAWS, REGULATIONS, ORDERS OR REQUIREMENTS. BUYER HEREBY ASSUMES ALL RISKS AND LIABILITY AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES RESULTING OR ARISING FROM OR RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PROPERTY. XXXXX FURTHER ACKNOWLEDGES AND AGREES THAT SELLER HAS OWNED THE PROPERTY ONLY SINCE THE DATE OF SUCH MATTERSTRANSFER AND IS NOT IN A POSITION TO MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE PROPERTY. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OF INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING.
Appears in 1 contract
Samples: media.reliancenetwork.com
