Seller Disclaimer. Except for the representations and warranties of Seller specifically set forth herein or in the Transaction Documents, Seller hereby specifically disclaims any warranty or guaranty, oral or written, implied or arising by operation of law, and any warranty of condition, habitability, merchantability or fitness for a particular purpose, in respect to the Property.
Seller Disclaimer. Other than as specifically set forth in this Agreement, each of the Seller Parties hereby disclaims the making of any representations or warranties, express or implied, regarding the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof or any matters affecting the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof, including, without limitation, the physical condition of the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof, title to or boundaries of the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof, pest control, soil conditions, hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use or zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns and all other information pertaining to the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof. Moreover, Buyer acknowledges that (i) Buyer is a sophisticated investor, knowledgeable and experienced in the financial and business risks attendant with an investment in real property and capable of evaluating the merits and risks of entering into this Agreement and acquiring the Acquired Assets, Assumed Liabilities, Business and Real Property, (ii) except with respect to the representations and warranties expressly contained in this Agreement and in the certificates or other writings delivered by Seller pursuant to Article 10 hereof, Buyer has entered into this Agreement with the intention of making and relying upon its own, or its experts’, investigation of the physical, environmental, economic, and legal condition of the Acquired Assets, Assumed Liabilities, Business and Real Property or any part thereof, including, without limitation, any mechanical, electrical, HVAC, life support, fire safety, fire control and other systems, and all documents relating to the leasing, management and operation of the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof, the compliance of the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof with all authorizations of any Governmental Authority and other governmental laws, rules and regulations and the operation of the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof, (iii) Buyer is not relying upon any representat...
Seller Disclaimer. EXCEPT FOR SELLER'S REPRESENTATIONS AND WARRANTIES AS PROVIDED IN ACCORDANCE WITH THE ASSET PURCHASE AGREEMENT, THE LICENSED INTELLECTUAL PROPERTY, LICENSED TECHNOLOGY AND LICENSED TRADEMARKS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND AND SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE LICENSED INTELLECTUAL PROPERTY, LICENSED TECHNOLOGY AND LICENSED TRADEMARKS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
Seller Disclaimer. EXCEPT FOR SELLER'S REPRESENTATIONS AND WARRANTIES IN THE ASSET PURCHASE AGREEMENT, SELLER MAKES NO WARRANTIES IN THIS AGREEMENT WITH RESPECT TO THE TRANSFERRED TECHNOLOGY OR TRANSFERRED INTELLECTUAL PROPERTY RIGHTS, AND SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
Seller Disclaimer. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, BUYER REPRESENTS, WARRANTS, ACKNOWLEDGES AND AGREES THAT BUYER IS KNOWLEDGEABLE AND EXPERIENCED IN ACQUIRING ASSETS SIMILAR TO THE BUSINESS ASSETS, AND IN THE DEVELOPMENT OF STORAGE PROJECTS SIMILAR TO THE FACILITY. BUYER ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO INSPECT THE FACILITY AND TO RETAIN CONSULTANTS OF ITS CHOICE TO MAKE SUCH INSPECTIONS OR EVALUATIONS OF THE FACILITY AS BUYER DEEMS NECESSARY. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER HAS MADE AND EACH SELLER HEREBY DISCLAIMS ANY AND ALL, REPRESENTATIONS AND WARRANTIES REGARDING THE VIABILITY OF THE FACILITY OR THE CONDITION OF THE BUSINESS ASSETS, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, INCLUDING BUT NOT LIMITED TO:
(a) THE NATURE, QUALITY OR CONDITION OF, OR THE SUITABILITY FOR ANY PARTICULAR PURPOSE OF, ANY AND ALL INJECTION WELLS AND DISPOSAL WELLS RELATED TO XXX FACILITY;
(b) THE INCOME TO BE DERIVED FROM THE FACILITY;
(c) THE SUITABILITY OF THE BUSINESS ASSETS FOR ANY ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON;
(d) THE CONDITION OF THE BUSINESS ASSETS, WHICH ARE ACQUIRED "AS IS" "WHERE IS"; AND
(e) THE ABILITY OF BUYER TO OBTAIN OR MAINTAIN ANY PERMITS NECESSARY TO OPERATE THE FACILITY, WHETHER NOW HELD BY NEW AVOCA OR LISTED ON THE DISCLOSURE SCHEDULE, OR OTHERWISE. BUYER HEREBY WAIVES ANY SUCH REPRESENTATION, WARRANTY, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES SPECIFIED UNDER THIS SECTION 6.05. THE PROVISIONS OF THIS SECTION 6.05 SHALL SURVIVE THE CLOSING.
Seller Disclaimer. The Buyer acknowledges that this Agreement has not been entered into wholly or partly in reliance upon any statement or representation made by or on behalf of the Seller save in so far as any such statement or representation is expressly set out in this Agreement or has been made in writing by the Seller's attorneys to the attorneys for the Buyer and in that event the making of any such statement or representation shall not obviate the need for the Buyer to make the appropriate searches and inquiries, inspect and survey the Property in contemplation of the Buyer's expected use.
Seller Disclaimer. Except as expressly stated in this Agreement, (a) Seller makes no representations or warranties, statutory, express or implied, regarding the Seller Transition Services, (b) Seller expressly disclaims the implied warranties of merchantability, non-infringement, fitness for a particular purpose and title with respect to the Seller Transition Services, and (c) Seller makes no representation or warranty that access to any computer network or system or the Seller Transition Services will be uninterrupted, secure, complete, accurate or error-free.
Seller Disclaimer. Other than as specifically set forth in this Agreement (including SECTION 4.10(f) and the Closing Documents to be delivered by Seller at Closing pursuant to SECTION 6.2 (the "CLOSING DOCUMENTS")), Seller, GTA GP (its general partner), the Company and each and every other Affiliate of Seller, each hereby disclaims the making of any representations or warranties, express or implied, regarding the Property (or any Parcel or part thereof) or any matters affecting the Property (or any Parcel or part thereof), including, without limitation, the physical condition of the Property (or any Parcel or part thereof), title to or boundaries of the Property (or any Parcel or part thereof), pest control, soil conditions, hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use or zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns and all other information pertaining to the Property (or any Parcel or part thereof). Buyer moreover acknowledges that (i) Buyer is a sophisticated investor, knowledgeable and experienced in the financial and business risks attendant to an investment in real property (and golf courses in particular) and capable of evaluating the merits and risks of entering into this Agreement and acquiring the Parcels, (ii) except with respect to the representations and warranties expressly contained herein and in the Closing Documents, Buyer has entered into this Agreement with the intention of making and relying upon its previous ownership, leasing and management of the Property and its own (or its experts') investigation hereafter of the physical, environmental, economic, and legal condition of the Property (and each Parcel and part thereof), including, without limitation, the mechanical, electrical, HVAC, life support, fire safety, fire control and other systems, and all documents relating to the leasing, management and operation of each Parcel, the compliance of each Parcel with all Authorizations and other governmental laws, rules and regulations and the operation of such Parcel, (iii) Buyer is not relying upon any representation or warranty, other than as expressly set forth in this Agreement and in the Closing Documents, made by Seller, GTA GP, the Company or any of their respective Affiliates or anyone acting or claiming to act on any such Person's behalf concerning any Parcel or the Property generally, and (iv) except with respect to the r...
Seller Disclaimer. Except as specifically set forth in this Agreement, Seller specifically disclaims any representation, warranty or guaranty with respect to the Properties, express or implied, including, but not limited to, any representation or warranty as to the Properties’ condition, fitness for a particular purpose, quality, freedom from defects or contamination (whether or not detectable by inspection), compliance with zoning or other legal requirements or as to the availability or existence of any utility or other governmental or private services or as to the amount of taxes assessed to the Properties.
Seller Disclaimer. Seller prepared the Confidential Information from information believed to be reliable. However, there could be errors and omissions and misstatement of facts and the Seller assumes no liability. The undersigned understands and acknowledges that there is no representation or warranty as to the Confidential Information’s accuracy or completeness. The projections contained in the Confidential Information represent estimates based on assumptions considered reasonable under the circumstances, but there are no representations or warranties, expressed or implied, that actual results of operations will conform to such projections.
