Common use of Seller Disclaimer Clause in Contracts

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 representation or warranty, other than as expressly set forth in this Agreement and in the certificates or other writings delivered by Seller pursuant to Article 10 hereof, made by any of the Seller Parties or anyone acting or claiming to act on their behalf concerning the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof, and (iv) except with respect to the representations and warranties of Seller expressly set forth in this Agreement and in the certificates or other writing delivered by Seller pursuant to Article 10 hereof, Buyer has not relied on, or been induced to enter into this Agreement or any transaction contemplated herein by, any duty, obligation or responsibility on the part of any of the Seller Parties to disclose any fact or circumstance relating to the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof. Buyer further acknowledges that it has not received from any of the Seller Parties any accounting, tax, legal, securities, architectural, engineering, property management, real property or any other advice with respect to the transactions contemplated by this Agreement and is relying solely upon the advice of Buyer’s own accounting, tax, legal, securities, architectural, engineering, property management, real property and other advisors with respect to the transactions contemplated by this Agreement. Except as otherwise expressly set forth in this Agreement and in the certificates or other writings delivered by Seller pursuant to Article 10 hereof, and except as otherwise provided in Section 5.11(c) hereof with respect to fraud claims, Buyer shall acquire the Acquired Assets, Assumed Liabilities, Business and Real Property and each part thereof “AS IS-WHERE IS” and with all faults on the Closing Date and assume the risk that adverse physical, environmental, economic or legal conditions may not have been revealed to Buyer. Except with respect to a material breach of the representations and warranties expressly made by any of the Seller Parties in this Agreement and as otherwise provided in Section 5.11(c) hereof with respect to fraud claims, none of the Seller Parties shall have any liability of any kind or nature for any subsequently discovered defects in the physical condition of the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof, whether such defects were latent or patent. This Section 5.11(a) shall survive any Closing and any termination of this Agreement.

Seller Disclaimer. Other than as specifically set forth in this AgreementAgreement (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 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 Parcel or part thereof thereof) or any matters affecting the Acquired Assets, Assumed Liabilities, Business or Real Property (or any Parcel or part thereof), including, without limitation, the physical condition of the Acquired Assets, Assumed Liabilities, Business or Real Property (or any Parcel or part thereof), title to or boundaries of the Acquired Assets, Assumed Liabilities, Business or Real 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 Acquired Assets, Assumed Liabilities, Business or Real Property (or any Parcel or part thereof). Moreover, Buyer moreover acknowledges that (i) Buyer is a sophisticated investor, knowledgeable and experienced in the financial and business risks attendant with 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 Acquired Assets, Assumed Liabilities, Business and Real PropertyParcels, (ii) except with respect to the representations and warranties expressly contained in this Agreement herein and in the certificates or other writings delivered by Seller pursuant to Article 10 hereofClosing Documents, Buyer has entered into this Agreement with the intention of making and relying upon its ownprevious 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 Acquired Assets, Assumed Liabilities, Business Property (and Real Property or any each Parcel and part thereof), including, without limitation, any the 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 thereofeach Parcel, the compliance of the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof each Parcel with all authorizations of any Governmental Authority Authorizations and other governmental laws, rules and regulations and the operation of the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereofsuch Parcel, (iii) Buyer is not relying upon any representation or warranty, other than as expressly set forth in this Agreement and in the certificates or other writings delivered by Seller pursuant to Article 10 hereofClosing Documents, made by Seller, GTA GP, the Company or any of the Seller Parties their respective Affiliates or anyone acting or claiming to act on their any such Person's behalf concerning any Parcel or the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereofgenerally, and (iv) except with respect to the representations and warranties of Seller expressly set forth in this Agreement and in the certificates or other writing delivered by Seller pursuant to Article 10 hereofClosing Documents, Buyer has not relied on, or been induced to enter into this Agreement or any transaction contemplated herein by, any duty, obligation or responsibility on the part of Seller, GTA GP, the Company or any of the Seller Parties their respective Affiliates to disclose any fact or circumstance relating to any Parcel or the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereofgenerally. Buyer further acknowledges that it has not received from Seller, GTA GP, the Company or any of the Seller Parties their respective Affiliates any accounting, tax, legal, securities, architectural, engineering, property management, real property management or any other advice with respect to the transactions contemplated by this Agreement transaction and is relying solely upon the advice of Buyer’s its own accounting, tax, legal, securities, architectural, engineering, property management, real property management and other advisors with respect to the transactions contemplated by this Agreementadvisors. Except as otherwise expressly set forth in this Agreement and in the certificates or other writings Closing Documents delivered by Seller pursuant to Article 10 hereofBuyer as of the Closing, and except as otherwise provided in Section 5.11(cSUBSECTION (f) hereof below with respect to fraud claims, Buyer (or its Affiliate(s)) shall acquire the Acquired Assets, Assumed Liabilities, Business and Real Property (and each Parcel and part thereof “thereof) in its "AS IS-WHERE IS” and with all faults " condition on the Closing Date and assume assume(s) the risk that adverse physical, environmental, economic or legal conditions may not have been revealed to Buyer. Except with respect to a material breach of the representations and warranties expressly made by any of the Seller Parties in this Agreement hereunder and as otherwise provided in Section 5.11(cSUBSECTION (f) hereof below with respect to fraud claims, none of Seller, GTA GP, the Seller Parties Company and their respective Affiliates shall have any no liability of any whatsoever kind or nature for any subsequently discovered defects in the physical condition of the Acquired Assets, Assumed Liabilities, Business or Real Property (or any Parcel or part thereof), whether such defects were latent or patent. This Section 5.11(a) shall survive any Closing and any termination of this Agreement.

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, including 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, including 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 representation or warranty, other than as expressly set forth in this Agreement and in the certificates or other writings delivered by Seller pursuant to Article 10 hereof, made by any of the Seller Parties or anyone acting or claiming to act on their behalf concerning the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof, and (iv) except with respect to the representations and warranties of Seller expressly set forth in this Agreement and in the certificates or other writing delivered by Seller pursuant to Article 10 hereof, Buyer has not relied on, or been induced to enter into this Agreement or any transaction contemplated herein by, any duty, obligation or responsibility on the part of any of the Seller Parties to disclose any fact or circumstance relating to the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof. Buyer further acknowledges that it has not received from any of the Seller Parties any accounting, tax, legal, securities, architectural, engineering, property management, real property or any other advice with respect to the transactions contemplated by this Agreement and is relying solely upon the advice of Buyer’s own accounting, tax, legal, securities, architectural, engineering, property management, real property and other advisors with respect to the transactions contemplated by this Agreement. Except as otherwise expressly set forth in this Agreement and in the certificates or other writings delivered by Seller pursuant to Article 10 hereof, and except as otherwise provided in Section 5.11(c5.09(c) hereof with respect to fraud claims, Buyer shall acquire the Acquired Assets, Assumed Liabilities, Business and Real Property and each part thereof “AS IS-WHERE IS” and with all faults on the Closing Date and assume the risk that adverse physical, environmental, economic or legal conditions may not have been revealed to Buyer. Except with respect to a material breach of the representations and warranties expressly made by any of the Seller Parties Entities in this Agreement and as otherwise provided in Section 5.11(c5.09(c) hereof with respect to fraud claims, none of the Seller Parties shall have any liability of any kind or nature for any subsequently discovered defects in the physical condition of the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof, whether such defects were latent or patent. This Section 5.11(a5.09(a) shall survive any Closing and any termination of this Agreement.