Common use of Purchase As-Is Clause in Contracts

Purchase As-Is. BUYER REPRESENTS, WARRANTS AND COVENANTS TO SELLER THAT BUYER HAS INDEPENDENTLY AND PERSONALLY INSPECTED THE PROPERTY AND THE PROPERTY INFORMATION AND THAT BUYER HAS ENTERED INTO THIS AGREEMENT BASED UPON SUCH PERSONAL EXAMINATION AND INSPECTION. BUYER ACCEPTS THE PROPERTY, IN ITS CONDITION ON THE CLOSE OF ESCROW AS-IS AND WITH ALL ITS FAULTS, INCLUDING WITHOUT LIMITATION, ANY FAULTS AND CONDITIONS SPECIFICALLY REFERENCED IN THIS AGREEMENT. NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF, BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO:

Appears in 7 contracts

Samples: Purchase and Sale Agreement (Starwood Hotel & Resorts Worldwide Inc), Purchase and Sale Agreement (Aspen Enterprises International Holdings LTD), Purchase and Sale Agreement and Joint Escrow Instructions (Starwood Hotel & Resorts Worldwide Inc)

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Purchase As-Is. BUYER REPRESENTS, WARRANTS EXCEPT FOR THE REPRESENTATIONS AND COVENANTS TO SELLER THAT BUYER HAS INDEPENDENTLY AND PERSONALLY INSPECTED THE PROPERTY AND THE PROPERTY INFORMATION AND THAT BUYER HAS ENTERED INTO THIS AGREEMENT BASED UPON SUCH PERSONAL EXAMINATION AND INSPECTION. BUYER ACCEPTS THE PROPERTY, IN ITS CONDITION ON THE CLOSE OF ESCROW AS-IS AND WITH ALL ITS FAULTS, INCLUDING WITHOUT LIMITATION, ANY FAULTS AND CONDITIONS SPECIFICALLY REFERENCED IN THIS AGREEMENT. NO PERSON ACTING ON BEHALF WARRANTIES OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF, BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SPECIFICALLY PROVIDED EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER WARRANTS AND ACKNOWLEDGES TO AND AGREES WITH SELLER HAS NOT MADETHAT PURCHASER IS PURCHASING THE PROPERTIES IN THEIR “AS-IS, DOES NOT MAKE WHERE IS” CONDITION “WITH ALL FAULTS” AS OF THE CLOSING DATE AND SPECIFICALLY NEGATES AND DISCLAIMS EXPRESSLY WITHOUT ANY REPRESENTATIONS, WARRANTIES, PROMISESREPRESENTATIONS OR GUARANTEES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EITHER EXPRESS OR IMPLIED, ORAL AS TO THEIR CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, OR WRITTENANY OTHER WARRANTY OF ANY KIND, PASTNATURE, PRESENT OR FUTURETYPE WHATSOEVER FROM OR ON BEHALF OF SELLER. SELLER AND PURCHASER ACKNOWLEDGE AND AGREE THAT Seller’s OBLIGATION TO REMOVE FIXTURES, OFSHELVING, CABINETS, COUNTERS, DESKS, SIGNS AND SIGN FASCIAS AND SATELLITE DISHES FROM THE PROPERTIES SHALL BE GOVERNED BY THE TERMS AND CONDITIONS OF THE LEASES AND 90-DAY LICENSE AGREEMENTS, AS TO, CONCERNING OR WITH RESPECT TO:THE CASE MAY BE.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Rex Stores Corp)

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Purchase As-Is. BUYER REPRESENTSREPRESENTS AND WARRANTS THAT IT IS RELYING SOLELY ON ITS OWN INSPECTIONS, WARRANTS INVESTIGATIONS AND COVENANTS TO SELLER THAT BUYER HAS INDEPENDENTLY AND PERSONALLY INSPECTED ANALYSES OF THE PROPERTY AND THE PROPERTY INFORMATION AND THAT BUYER HAS ENTERED IN ENTERING INTO THIS AGREEMENT BASED UPON SUCH PERSONAL EXAMINATION AND INSPECTION. BUYER ACCEPTS THE PROPERTY, IS NOT RELYING IN ITS CONDITION ANY WAY ON THE CLOSE OF ESCROW AS-IS AND WITH ALL ITS FAULTS, INCLUDING WITHOUT LIMITATION, ANY FAULTS AND CONDITIONS SPECIFICALLY REFERENCED IN THIS AGREEMENT. NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF, BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, STATEMENTS, AGREEMENTS, WARRANTIES, PROMISESSTUDIES, COVENANTSREPORTS, AGREEMENTS DESCRIPTIONS, GUIDELINES OR GUARANTIES OF ANY KIND OTHER INFORMATION OR CHARACTER WHATSOEVERMATERIAL FURNISHED BY SELLERS OR THEIR REPRESENTATIVES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PASTEXPRESS (EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN) OR IMPLIED OF ANY NATURE WHATSOEVER REGARDING ANY SUCH MATTERS AND IS BUYING BUYER’S INTEREST IN AN “AS-IS” CONDITION. BUYER IS A SOPHISTICATED, PRESENT EXPERIENCED INVESTOR AND WILL RELY ENTIRELY ON ITS REVIEW OF THE PROPERTY. BUYER ACKNOWLEDGES THAT SELLERS HAVE LIMITED KNOWLEDGE REGARDING THE CONDITION OF THE PROPERTY. ANYTHING TO THE CONTARY CONTAINED HEREIN NOTWITHSTANDING, THE FOREGOING SHALL NOT RELIEVE SELLERS OF LIABILITY FOR ANY BREACH OF ANY COVENANT, REPRESENTATION OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO:WARRANTY EXPRESSLY SET FORTH HEREIN.

Appears in 1 contract

Samples: Purchase Agreement and Escrow Instructions (Gc Net Lease Reit, Inc.)

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