Common use of Representations Warranties and Disclaimers Clause in Contracts

Representations Warranties and Disclaimers. a. Seller in no way warrants the Properties’ condition, habitability, safety, or use for a particular purpose. b. Seller is not a “foreign person” as such term is defined in Section 1445 of the Internal Revenue Code, as amended or any regulation promulgated thereunder. c. Purchaser acknowledges there is pending and threatened litigation and condemnation actions against some of the Properties. d. Purchaser represents that the execution, delivery, and performance of this Agreement by Purchaser and all agreements, instruments, and documents herein provided to be executed by Purchaser on the Closing Date: (i) do not violate the governance of Purchaser, or any contract, agreement, commitment, lease, order, judgment, or decree to which Purchaser is a party; and (ii) have been duly authorized by the resolution or consent of the directors, partners, shareholders, members, or limited partners of Purchaser and the appropriate and necessary action has been taken by such parties on the part of Purchaser. This Agreement is valid and binding upon Purchaser, subject to bankruptcy, reorganization and other similar laws affecting the enforcement of creditors' rights generally. e. Purchaser is acquiring the Properties on an "AS IS, WHERE IS" basis, without any representation or warranty of any kind or nature whatsoever, express or implied, and Purchaser acknowledges that no such representations or warranties have been made except as set forth in writing herein. In deciding whether to acquire the Property, Purchaser is relying solely on Purchaser's investigation of the Property. f. Purchaser represents Purchaser is a sophisticated individual or entity, by reason of Purchaser’s business and financial experience and has adequate information to make an informed decision regarding the purchase of the Properties, has such knowledge and experience so as to be aware of and understand the inherent risks in the purchase of property from a bankruptcy estate, has independently, and without reliance upon Seller, made its own analysis and decision to purchase the Properties, and has relied solely upon its own investigation and analysis of the conditions of and title to the Properties. g. Purchaser waives any statutory right to terminate or rescind this Agreement. h. Purchaser acknowledges receipt of Seller’s notices that the Properties are located in a special flood hazard area, subject to past flooding, constituting health and safety risk, contain defects in the basement or foundation, contain defects in the roof, ceiling, or chimney, contain defects in walls, windows, doors, or floors, contain defects in the electrical system, contain defects in the plumbing system, contain defects in the well or well equipment, contain unsafe conditions in the drinking water, contain defects in the heating, air conditioning, or ventilating systems, contain defects in the fireplace or wood burning stove, contain defects in the septic, sanitary, sewer, or other disposal system, contain unsafe concentration or radon, contain unsafe concentrations of asbestos, contain unsafe conditions relating to lead paint, lead water pipes, lead plumbing pipes, or lead in the soil, contain mine subsidence, underground pits, settlement, sliding, upheaval, or other earth stability defects on the premises, contain current infestations of termites or other wood boring insects, contain structural defects caused by previous infestation caused by previous infestations of termites or other wood boring insects, contain underground fuel storage tanks, are subject to boundary or lot line disputes, have received notice of violation of local, state, or federal laws relating to this property which violation has not been corrected, and has been used for the manufacture of methamphetamine. i. Purchaser acknowledges receipt of Seller’s EPA-approved information pamphlet on identifying and controlling lead-based paint hazards titled “Protect Your Family From Lead In Your Home”, Seller’s “Disclosure of Information on Lead-Based Paint and/or Lead-Based Paint Hazards, and Seller’s RADON GAS DISCLOSURE STATEMEMENT document.