Property Conveyed. Borrower does hereby irrevocably, unconditionally and absolutely, grant, bargain, sell, pledge, enfeoff, assign, warrant, transfer and convey to Trustee (with power of sale) in trust for the purposes herein set forth, the following property, rights, interests and estates now owned, or hereafter acquired by Borrower (collectively, the “Property”):
Property Conveyed. Borrower does hereby irrevocably grant, bargain, sell, convey, mortgage, pledge, assign, warrant and transfer to Lender and its successors and assigns, with Power of Sale, all of Borrower’s right, title and interest in, to and under the following property, rights, interests and estates now owned, or hereafter acquired by Borrower (collectively, the “Property”):
Property Conveyed. As Is". It is understood and agreed that, except as expressly set forth in this agreement or in the Closing Documents (as hereinafter defined), Seller has made no, is not making any, and disclaims any and all, warranties or representations of any kind or character, express or implied, with respect to the property, including, by not limited to, warranties related to suitability for habitation or intended use, merchantability or fitness for a particular purpose or warranties or representations as to the condition of the property, matters of title (other than Seller's warranty of Title set forth in the Special Warranty Deed and Xxxx of Sale to be executed and delivered at the Closing), use, income potential, availability of access, ingress or egress, expenses, operating history or projections, valuation, governmental approvals, compliance with governmental regulations or any other matter or thing relating to or affecting the property. Buyer agrees that with respect to the property, Buyer has not relied upon and will not rely upon, either directly or indirectly, any Representation or Warranty of Seller except for Specific Representations and Warranties of Seller set forth in this Agreement or in the Closing Documents. Buyer represents that it is a knowledgeable buyer of real estate (and particularly hotels) and that, except for Specific Representations and Warranties of Seller set forth in this Agreement or in the Closing Documents, it is relying solely on its own expertise and that of Buyer's Consultants, and that Buyer will conduct such inspections and investigations of the Property, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same, and upon the Closing, shall assume the risk that adverse matters, including, but not limited to, adverse physical and environmental conditions, may not have been revealed by Buyer's inspections and investigations. Buyer agrees that with respect to the Specific Representations and Warranties set forth in this Agreement or in the Closing Documents, Seller shall not be liable for any special, indirect, punitive, exemplary, or other similar types of damages resulting or arising from or related to the ownership, use, condition, location, maintenance, repair or operation of the Property. Buyer acknowledges and agrees that upon the Closing, Seller shall sell and convey to Buyer and Buyer shall accept the property "as is, where is" , with all faults, and there are no oral agreemen...
Property Conveyed. “As Is”. Except as may be expressly contained herein, in the exhibits attached hereto and/or in the documents to be executed and delivered by Seller to Buyer at Closing, Buyer agrees that the Property shall be sold, and Buyer shall accept possession of the Property at Closing, on an “as-is-where-is” basis.
Property Conveyed. “AS IS”. EXCEPT AS SPECIFICALLY PROVIDED FOR HEREIN, IT IS UNDERSTOOD AND AGREED THAT TERMINATING LESSEES HAVE NOT MADE AND ARE NOT NOW MAKING, AND SPECIFICALLY DISCLAIM, ANY WARRANTIES, REPRESENTATIONS OR GUARANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE PROPERTY INCLUDING, BUT NOT LIMITED TO, WARRANTIES, REPRESENTATIONS OR GUARANTIES AS TO (I) MATTERS OF TITLE, (II) ENVIRONMENTAL MATTERS RELATING TO THE HOTELS OR ANY PORTION THEREOF, (III) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER, AND EARTHQUAKE FAULTS AND THE RESULTING DAMAGE OF PAST AND/OR FUTURE EARTHQUAKES, (IV) WHETHER, AND THE EXTENT TO WHICH THE HOTELS OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD, (V) DRAINAGE, (VI) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY UNDERSHORING, (VII) ZONING TO WHICH THE HOTELS OR ANY PORTION THEREOF MAY BE SUBJECT, (VIII) THE AVAILABILITY OF ANY UTILITIES TO THE HOTELS OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC, (IX) USAGES OF ADJOINING PROPERTY, (X) ACCESS TO THE HOTELS OR ANY PORTION THEREOF, (XI) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION, SUITABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE HOTELS OR ANY PORTION THEREOF, OR ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE HOTELS OR ANY PART THEREOF, (XII) THE PRESENCE OF HAZARDOUS SUBSTANCES IN OR ON, UNDER OR IN THE VICINITY OF THE HOTELS OR ANY PORTION THEREOF, (XIII) THE PHYSICAL CONDITION OR USE OF THE HOTELS OR ANY PORTION THEREOF OR COMPLIANCE OF THE HOTELS OR ANY PORTION THEREOF WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER SIMILAR LAWS, (XIV) THE EXISTENCE OR NONEXISTENCE OF UNDERGROUND STORAGE TANKS, (XV) ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE HOTELS OR ANY PORTION THEREOF, (XVI) THE POTENTIAL FOR FURTHER DEVELOPMENT OF ANY H...
Property Conveyed. Grantor does hereby irrevocably grant, bargain, sell, pledge, assign, warrant, transfer and convey to Trustee and its successors and assigns, in trust, with Power of Sale for the benefit of Lender as beneficiary in trust, the following property, rights, interests and estates now owned, or hereafter acquired by Grantor (collectively, the “Property”):
Property Conveyed. Xxxxxxx has granted and conveyed and by these presents DOES XXXXXX XXXXX, XXXXXXX, SELL, CONVEY, TRANSFER AND ASSIGN TO TRUSTEES, in trust with power of sale and right of entry and possession, all of Grantor's estate, right, title and interest now owned or hereafter acquired in and to each of the following (collectively, the "Property"):
Property Conveyed. Xxxxxxxxx has granted and conveyed and by these presents DOES XXXXXX XXXXX, XXXXXXX, SELL, CONVEY, TRANSFER AND ASSIGN LENDER, ITS SUCCESSORS AND ASSIGNS, in fee simple, with right of entry and possession, all of Mortgagor's estate, right, title and interest now owned or hereafter acquired in and to each of the following (collectively, the “Property”):
Property Conveyed. Borrower does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Trustee and its successors in trust, and grant a security interest to Trustee, in each case for the benefit of Lender, in the following property, rights, interests and estates now owned, or hereafter acquired by Borrower (collectively, the "Property"): (a) all leasehold estates, leasehold interests or rights in and to that certain real property described on Exhibit A attached hereto and incorporated herein by this reference (the "Land"), under and in accordance with the ground lease described on Exhibit B attached hereto and incorporated herein by reference (the "Ground Lease"), and all rights, benefits, privileges, and interests of Borrower in the Ground Lease and all modifications, extensions, renewals, and replacements thereof, and all deposits, credits, options, privileges, and rights of Borrower as tenant under the Ground Lease, together with all of the easements, rights, privileges, franchises, tenements, hereditaments and appurtenances now or hereafter thereunto belonging or in any way appertaining thereto, and all of the estate, right, title, interest, claim and demand whatsoever of Borrower therein or thereto, either at law or in equity, in possession or in expectancy, now or hereafter acquired; (b) all addixxxxxx xxxxx, xxxxxxx xxx development rights hereafter acquired by Borrower for use in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Security Instrument; (c) the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (the "Improvements"); (d) all easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to...
Property Conveyed. “As Is”. Except as expressly provided to the contrary in this Agreement, the Deed, the Assignment of Ground Lease, the Xxxx of Sale and Assignment, the Assignment of Leases, the Ground Lessor Estoppel Certificate and the other documents to be delivered by Seller at Closing (collectively, the “Representation Documents”), Buyer agrees that the Property shall be sold, and Buyer shall accept the Property at Closing on an “as-is where-is” basis including, without limitation, any and all any construction, latent or patent defects in the Property, and subject to any and all Hazardous Materials located in, at, about or under the Property, or for any and all actual, out-of-pocket claims or causes of action (actual or threatened) based upon, in connection with or arising out of any law, statute, rule or regulation governing the use, handling, storage or disposition of Hazardous Materials. Buyer has not relied and is not relying upon any representations or warranties of Seller (other than the representations and warranties of Seller expressly set forth in the Representation Documents), or upon any statements made in any informational materials with respect to the Property provided by Seller or any other person or entity, including any broker, or any member, manager, employee, agent, attorney or other person representing or purporting to represent Seller or any broker. IN ADDITION TO, AND WITHOUT LIMITATION OF THE FOREGOING, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE REPRESENTATION DOCUMENTS, SELLER MAKES NO WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR BY OPERATION OF LAW, AS TO THE QUANTITY, QUALITY, MERCHANTABILITY, TITLE, MARKETABILITY, FITNESS, OR SUITABILITY FOR A PARTICULAR PURPOSE OF THE PROPERTY OR ANY COMPONENT THEREOF, AND THE PROPERTY AND EACH COMPONENT THEREOF ARE SOLD IN AN “AS IS”, “WHERE IS” CONDITION, WITH ALL FAULTS. BY EXECUTING THIS AGREEMENT, EXCEPT AS SET FORTH IN THE REPRESENTATION DOCUMENTS, BUYER AFFIRMS AND AGREES THAT: (A) BUYER HAS NOT RELIED ON THE SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY OR ANY COMPONENT THEREOF FOR ANY PARTICULAR PURPOSE, (B) THE SELLER MAKES NO WARRANTY THAT THE PROPERTY OR ANY COMPONENT THEREOF ARE FIT FOR ANY PARTICULAR PURPOSE, (C) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR BY OPERATION OF LAW, WITH RESPECT TO THE PROPERTY OR ANY COMPONENT THEREOF, (D) AFTER THE EFFECTIVE DATE, BUYER HAS BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY AND EACH COMPONENT THEREOF ...
