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”. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER'S CONSULTANTS IN PURCHASING THE PROPERTY. PURCHASER MAY CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS PURCHASER DEEMS NECESSARY OR APPROPRIATE, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND PURCHASER SHALL RELY UPON SAME. UPON THE CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INSPECTIONS AND INVESTIGATIONS. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS, AND THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 7.1(c), SELLER DOES NOT MAKE, AND SHALL NOT UNDER ANY CIRCUMSTANCES BE DEEMED TO HAVE MADE, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY WITH RESPECT TO THE PROPERTY. THE TERMS AND CONDITIONS OF THIS SECTION 5.5 SHALL EXPRESSLY SURVIVE THE CLOSING, NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND SHALL BE INCORPORATED INTO THE DEED. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. PURCHASER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.
Property Conveyed “As Is”. In the event Purchaser does not terminate this Agreement as provided by the terms hereof and proceeds to close the transactions contemplated hereby, Purchaser shall be deemed to be satisfied with and/or to have waived the results of its due diligence and to have accepted the Property, and each and every portion thereof, “AS-IS,” “WHERE IS,” and “WITH ALL FAULTS,” including, without limitation, latent defects and other matters not detected in Purchaser’s Inspections, without recourse to, and without representation or warranty by Seller (except as expressly set forth in this Agreement), express or implied, whether statutory or otherwise, and without any warranties of transfer, quality, merchantability or fitness for a particular use or purpose, including, without limitation, Purchaser’s intended uses or purposes. The Property, including, without limitation, the Leases (and all temporary occupancy agreements affecting the Property) and Contracts shall be conveyed to Purchaser subject to all easements, covenants, restrictions, title and survey exceptions and any other matters affecting the Property as of the Closing Date.
Property Conveyed “As Is”. Buyers acknowledge that they are purchasing the Real Estate following its public auction; that the improvements and fixtures on said Real Estate have been inspected by Buyers; and that Buyers are relying wholly upon their knowledge and investigation of the same and not upon any statement or representation made by Sellers, or by any other person representing or purporting to represent Sellers. Buyers accept the property, including all improvements and fixtures, in its present condition and "as is" and "where is". Buyers acknowledge that neither Sellers nor any agent of Sellers, including Xxxxxxx Group, Inc., has made or is making any express or implied warranty as to the condition of the property and any improvements and/or fixtures thereon. Buyers specifically acknowledge that Xxxxxxx Group, Inc. represents Sellers exclusively. Sellers shall not have any responsibility to remove debris, trash, refuse, or other similar material from the Real Estate and all costs associated with any site cleanup shall be paid by Buyers.
Property Conveyed “As Is”. Except as may be otherwise expressly provided herein, in the exhibits attached hereto and in the documents to be executed and delivered by Seller to Buyer at Closing, Buyer acknowledges and agrees that Buyer is acquiring the Property subject to all existing laws, ordinances, rules and regulations, and that neither Seller nor any of Seller’s agents, representatives and attorneys (collectively, “Seller’s Agents”) have made any warranties, representations or statements regarding the availability of any approvals, or the laws, ordinances, rules or regulations of any governmental or quasi-governmental body, entity, district or agency having authority with respect to the ownership, possession, development, occupancy, condition and/or use of the Property except as expressly provided herein. Buyer moreover acknowledges that: (i) Buyer is a sophisticated investor, knowledgeable and experienced in the financial and business risks attendant to an investment of real property and capable of evaluating the merits and risks of entering into this Agreement and purchasing the Property, (ii) that Buyer has entered into this Agreement with the intention of relying upon its own or its experts investigation of the physical, environmental, economic and legal condition of the Property, including, without limitation, the compliance of the Property with laws and governmental regulations and the operation of the Property, and (iii) that Buyer is not relying on any representations and warranties made by Seller or anyone acting or claiming to act on Seller’s behalf concerning the Property except as expressly provided herein in Section 4.1. Buyer further acknowledges that it has not received from Seller any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying upon the advice of its own accounting, tax, legal, architectural, engineering, property management and other advisors. Except as otherwise expressly set forth herein, Buyer shall purchase the Property in its “As-Is, Where Is” condition on the Closing Date and assumes the risk that adverse physical, environmental, economic or legal conditions may not have been revealed by its investigations. Buyer has or will independently investigate and verify to Buyer’s satisfaction the extent of any limitations of uses of the Property. At Closing, Buyer shall execute and deliver to Seller the As-Is Certificate attached hereto as Exhibit “D”.
Property Conveyed “As Is”. Except as expressly set forth in this Agreement and in any documents executed by Seller in connection with the Closing or otherwise in connection with this transaction, the Property is being sold and conveyed “as is” and “with all faults” and Seller has not made, does not make, and hereby disclaims any and all express or implied representations and warranties regarding or relating to the condition, suitability for any particular purpose, susceptibility to flooding, value, marketability, zoning, or with respect to use and occupancy restrictions, compliance with environmental laws and laws and regulations relating to hazardous substances, toxic wastes and underground storage tanks, and all legal requirements affecting or relating to the Property. Buyer acknowledges that, except as expressly set forth in this Agreement and any such documents executed by Seller in connection with the Closing or otherwise in connection with this transaction, no such representations or warranties, express or implied, have been made. The terms and covenants of this Section 4.24 shall survive the Closing and the delivery of the deed for the Property, or any termination of this Agreement.
Property Conveyed “As Is”. Except as specifically set forth in this Agreement or the Gift Deed, District understands, acknowledges and agrees that the Property is being conveyed to, and accepted by District, in its “AS IS” condition with all faults, known or unknown, and without any representation as to quality or fitness of any kind and WITHOUT WARRANTY, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER WHATSOEVER. Without limitation of any of the foregoing, District acknowledges and agrees that the Property may contain lead paint, asbestos, and other unsafe or unhealthy conditions.
Property Conveyed “As Is”. Subject to Seller’s representations and warranties expressly set forth herein and acknowledging Buyer’s opportunity to inspect the Property, Buyer agrees to purchase the Property “AS IS”, “WHERE IS”, with all faults and conditions thereon. Any written or oral information, reports, statements, documents or records concerning the Property, whether set forth in the Documents or otherwise (“Disclosures”) prepared by parties other than Seller its agents or employees shall not be representations or warranties, unless specifically set forth in this Article 4. In purchasing the Property or taking other action hereunder, Buyer has not and shall not rely on any such Disclosures, but rather, Buyer shall rely only on Buyer’s own inspection of the Property. Buyer acknowledges that, except for the limited Seller representations, warranties and covenants expressly set forth in this Agreement, the Purchase Price reflects and takes into account that the Property is being sold “as is”.
Property Conveyed “As Is”. In the event Purchaser proceeds to close the transaction contemplated hereby, Purchaser shall be deemed to be satisfied with and/or to have waived the results of its due diligence and to have accepted the Property, and each and every portion thereof, “AS-IS,” “WHERE IS,” and “WITH ALL FAULTS,” including, without limitation, latent defects and other matters not detected in Purchaser’s Inspections, without recourse to, and without representation or warranty by, Seller (except as expressly set forth in Section 3.1 herein, the Ground Leases, the New Seller and Seller Affiliate Leases, and the Deeds), express or implied, whether statutory or otherwise, and without any warranties of transfer, quality, merchantability or fitness for a particular use or purpose, including, without limitation, Purchaser’s intended uses or purposes.
Property Conveyed “As Is”. In the event Purchaser elects to ----------------------- proceed to Closing in accordance with Section 2.3, Purchaser shall be deemed to ----------- be satisfied with and/or to have waived the results of the Due Diligence and to have accepted the Property, including the Leases and Contracts, and Obligations arising from and after Closing, "AS IS," "WHERE IS," and "WITH ALL FAULTS," including latent defects, without recourse to and without representation or warranty by Seller (except as otherwise expressly set forth in Sections 5.2 and ---------------- 7.11 or in the Conveyancing Documents), express or implied, whether statutory or ---- otherwise, and without any warranties of transfer (except as provided in Sections 5.2 and 7.11 or the Conveyancing Documents), merchantability or fitness --------------------- for a particular, or Purchaser's intended, use or purposes. Provided Purchaser elects to proceed to Closing, the Property, including the Leases and Contracts, and Obligations arising from and after Closing, shall be conveyed subject to all easements, covenants, restrictions, title and survey exceptions and any matters affecting the Property as of the Closing Date, subject to Section 2.10; provided ------------ however, Seller shall deliver the Conveyancing Documents which it is required to deliver in accordance with Section 4.2.
