Seller’s Disclaimer. Except for the representations and warranties by Seller set forth in Section 8.2, Buyer acknowledges and agrees that the sale of the Property to Buyer is made without any warranty or representation of any kind by Seller, either express or implied, with respect to any aspect, portion or component of the Property, including: (i) the physical condition, nature or quality of the Property, including the quality of the soils on and under the Property and the quality of the labor and materials included in any buildings or other improvements, fixtures, equipment or personal property comprising a portion of the Property; (ii) the fitness of the Property for any particular purpose; (iii) the presence or suspected presence of hazardous materials on, in, under or about the Property (including the soils and groundwater on and under the Property); or (iv) existing or proposed governmental laws or regulations applicable to the Property, or the further development or change in use thereof, including environmental laws and laws or regulations dealing with zoning or land use. Buyer further agrees and acknowledges that, as of the Closing, Buyer shall have made such feasibility studies, investigations, environmental studies, engineering studies, inquiries of governmental officials, and all other inquiries and investigations, which Buyer shall deem necessary to satisfy itself as to the condition, nature and quality of the Property and as to the suitability of the Property for Buyer’s purposes. Buyer further agrees and acknowledges that, in purchasing the Property, Buyer shall rely entirely on its own investigation, examination and inspection of the Property and its analysis and evaluation of the property documents furnished by Seller to Buyer and not upon any representation or warranty of Seller, or any agent or representative of Seller that is not set forth in Section 8.2. THEREFORE, BUYER AGREES THAT, IN CONSUMMATING THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, BUYER SHALL ACQUIRE THE PROPERTY IN ITS THEN CONDITION, “AS IS, WHERE IS” AND WITH ALL FAULTS, AND, SUBJECT TO SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 8.2, SOLELY IN RELIANCE ON BUYER’S OWN INVESTIGATION, EXAMINATION, INSPECTION, ANALYSIS AND EVALUATION OF THE PROPERTY. The agreements and acknowledgments contained in this Section 9.1 constitute a conclusive admission that Buyer, as a sophisticated, knowledgeable investor in real property, shall acquire the Property solely upon its own ...
Seller’s Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE III OR IN ANY ADDITIONAL AGREEMENT, NEITHER SELLER NOR ANY OF ITS REPRESENTATIVES, OFFICERS OR AFFILIATES, MAKES ANY REPRESENTATION OR WARRANTIES OR COVENANTS WITH RESPECT TO OR REGARDING SELLER’S CONDUCT OR ACTIVITY WITH RESPECT TO ITS OWNERSHIP OF THE ASHTABULA III PROJECT OR THE ASSETS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE III OR IN ANY ADDITIONAL AGREEMENT, NEITHER SELLER OR ITS REPRESENTATIVES, OFFICERS OR AFFILIATES HAS MADE OR IS MAKING ANY REPRESENTATIONS OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE TITLE, CONDITION, VALUE OR QUALITY OF THE ASHTABULA III PROJECT, THE ASSETS AND THE PROPERTIES CURRENTLY OR FORMERLY USED, OPERATED, OWNED, LEASED, CONTROLLED, POSSESSED, OCCUPIED OR MAINTAINED BY SELLER IN CONNECTION WITH THE ASHTABULA III PROJECT OR THE ASSETS, AND SELLER, ITS REPRESENTATIVES, OFFICERS AND AFFILIATES SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SUCH ASSETS OR PROPERTIES, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, AND FURTHERMORE, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE III OR IN ANY ADDITIONAL AGREEMENT, SELLER, ITS REPRESENTATIVES, OFFICERS AND AFFILIATES MAKES NO REPRESENTATION OR WARRANTIES REGARDING ENVIRONMENTAL MATTERS, IT BEING UNDERSTOOD THAT SUCH SELLER’S INTEREST IN THE ASHTABULA III PROJECT AND ASSETS AND PROPERTIES RELATED TO OR USED IN CONNECTION THEREWITH ARE BEING ACQUIRED BY PURCHASER, “AS IS, WHERE IS” ON THE CLOSING DATE, AND IN THEIR PRESENT CONDITION, WITH ALL FAULTS AND THAT PURCHASER SHALL RELY ON ITS OWN DUE DILIGENCE AND EXAMINATION KNOWLEDGE AND INVESTIGATION THEREOF.
Seller’s Disclaimer. BUYER ACKNOWLEDGES THAT PRIOR TO ENTERING INTO THIS AGREEMENT, BUYER HAS UNDERTAKEN AND APPROVED SUCH INDEPENDENT TITLE, SURVEY, LEASING, MARKET, TRADE AREA, COMPETITION AND REVENUE AND EXPENSE REVIEWS, ANALYSES AND STUDIES, AND HAS DEVELOPED AND APPROVED SUCH INDEPENDENT PROJECTIONS AND ASSUMPTIONS, AS BUYER HAS DEEMED NECESSARY OR APPROPRIATE, AND BUYER HAS NOT RELIED ON ANY OFFERING MATERIALS OR ANY REVIEWS, ANALYSES, STUDIES, PROJECTIONS OR ASSUMPTIONS PREPARED OR PROVIDED BY SELLER, THE PROPERTY MANAGER, OR THE SALES ADVISORS. BUYER AGREES THAT BUYER HAS PERFORMED OR WILL PERFORM SUCH EXAMINATIONS AND INVESTIGATIONS OF THE PROPERTY AS BUYER DEEMS NECESSARY OR APPROPRIATE PRIOR TO ENTERING INTO THIS AGREEMENT, AND THAT BUYER WILL RELY SOLELY UPON SUCH EXAMINATIONS AND INVESTIGATIONS IN PURCHASING THE PROPERTY. BUYER FURTHER ACKNOWLEDGES THAT SELLER HAS DISCLOSED TO BUYER THAT THE BARREL-SHAPED ROOF OVER THE TOWER PORTION OF ONE FINANCIAL PLAZA IS IN NEED OF REPAIR AND THAT CONSULTANTS HAVE RECOMMENDED TO OWNERSHIP THAT THE ROOF SYSTEM, INCLUDING THE COPPER PANELS AND SUBSTRATE, BE REPLACED PROMPTLY. ROOF REPAIRS SELLER HAS PREVIOUSLY EFFECTED SHOULD PROVIDE SUFFICIENT LIFE FROM THE EXISTING ROOF TO DESIGN AND COMPLETE PRE-CONSTRUCTION ACTIVITIES RELATED TO A REPLACEMENT ROOF. BUYER IS ALSO AWARE THAT THE CAULKING AND SEALANT AROUND VARIOUS OF THE WINDOWS AT THE PROPERTY IS AT OR NEAR THE END OF ITS USEFUL LIFE. BUYER ACKNOWLEDGES THAT IT SHALL PERFORM ITS OWN DUE DILIGENCE RELATIVE TO THE PHYSICAL CONDITION OF THE PROPERTY AND THE MAINTENANCE ITEMS IDENTIFIED IN THIS SECTION 9.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT BUYER IS ACQUIRING THE PROPERTY "AS IS" AND "WHERE IS", AND "WITH ALL FAULTS", AND THAT NEITHER SELLER, NOR THE PROPERTY MANAGER, NOR THE SALES ADVISORS, NOR ANYONE ELSE ACTING ON THEIR BEHALF HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN AS EXPRESSLY RECITED HEREIN, WITH RESPECT TO THE TITLE, QUALITY, PHYSICAL CONDITION, VALUE OF THE PROPERTY OR IMPROVEMENTS THEREON, INCOME TO BE DERIVED FROM THE PROPERTY, EXPENSES OF OPERATING THE PROPERTY, QUALITY OF CONSTRUCTION OR MATERIALS AND/OR THE STATE OF REPAIR OF THE PROPERTY, OR ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY OR THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF HABITABILITY, WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE), WHICH MIGHT BE PERTI...
Seller’s Disclaimer. Purchaser acknowledges the following:
Seller’s Disclaimer. Buyer acknowledges and agrees that Seller, except as set forth in Section 9 above or in Seller's Closing Documents (and further subject to all covenants of Seller set forth in this Agreement or in Seller's Closing Documents), 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 expressed or implied, oral or written, past, present or future, of, as to, concerning or with respect to the Property including, without limitation:
(A) Value, nature, quality or condition of the Property, including without limitation the water, soil and geology and status of any permits and governmental approval;
(B) Income to be derived from the Property;
(C) Suitability of the Property for any and all activities and uses which Buyer may conduct thereon;
(D) Compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body;
(E) Habitability, merchantability, marketability, profitability or fitness for particular purpose of the Premises and Personalty;
(F) Manner or quality of the construction or of the materials incorporated into the Premises and Personalty; or
(G) Manner, quality, state of repair or lack of repair of the Premises and Personalty.
Seller’s Disclaimer. The parties agree that, to the extent required by applicable law to be operative, the disclaimers of certain warranties contained in this subparagraph are "conspicuous" disclaimers for the purposes of any applicable law, rule, or order. Except as otherwise expressly set forth in this Agreement, SELLER makes no representation or warranty of any kind, express or implied. WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE AND WITHOUT LIMITING THE WARRANTIES AND REPRESENTATIONS OF SELLER SET FORTH IN THIS AGREEMENT, SELLER EXPRESSLY DISCLAIMS AND NEGATES ANY IMPLIED, EXPRESS, OR STATUTORY WARRANTY (i) OF MERCHANTABILITY, (ii) OF FITNESS FOR A PARTICULAR PURPOSE,
Seller’s Disclaimer. Notwithstanding clause 13.1 but without prejudice to the Seller Guarantee, the Seller shall have no liability or obligation pursuant to clause 13.1 (or otherwise pursuant to this Agreement) in respect of any Excluded Asset or Excluded Liability to the extent that it is the subject of an indemnity pursuant to any of the Local Transfer Agreements.
Seller’s Disclaimer. Seller makes no representation or warranty ------------------- express or implied, except as set forth in this Article V. Without limiting the generality of the foregoing, Seller makes no warranty of merchantability, suitability of fitness for a particular purpose, or quality, as to the Purchased Assets or any part thereof, or as to the condition or workmanship thereof, or the absence of any defects therein, whether latent or patent. IT IS SPECIFICALLY UNDERSTOOD AND AGREED BY BUYER THAT THE PURCHASED ASSETS ARE BEING CONVEYED HEREUNDER ON AN "AS IS" BASIS ON THE DATES FOR EACH TIER CLOSING AND IN -- -- THEIR THEN PRESENT CONDITION AND BUYER SHALL RELY SOLELY UPON ITS OWN EXAMINATION OF SUCH PURCHASED ASSETS.
Seller’s Disclaimer. Seller hereby disclaims any warranty or representation as to water quality of whatsoever nature with respect to the future use of the property as a water storage facility. Seller further disclaims any warranty or representation as to Purchaser’s intended future use for any purpose.
Seller’s Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT, SELLER DISCLAIMS ANY AND ALL WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE USE, CONDITION, VALUE OF OR FITNESS OF THE PROPERTY AND BY CLOSING PURCHASER ACCEPTS THE PROPERTY IN ITS "AS IS, WHERE IS" CONDITION, WITH ALL FAULTS. WITHOUT IN ANY WAY LIMITING THE DISCLAIMER IN THE IMMEDIATELY PRECEDING SENTENCE, SELLER FURTHER DISCLAIMS ANY AND ALL WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, THAT ANY INFORMATION AVAILABLE TO PURCHASER FROM SELLER, THIRD PARTIES (INCLUDING GOVERNMENTAL AGENCIES) OR OTHER SOURCES, FULLY, FAIRLY OR ACCURATELY REPRESENTS THE EXTENT OF ENVIRONMENTAL CONTAMINATION, CONDITIONS AFFECTING ENVIRONMENTAL MATTERS OR COMPLIANCE OR NONCOMPLIANCE WITH ENVIRONMENTAL LAWS.
